DEF 14A of Medical Properties Trust Inc
Filed Apr 13, 2026 · FY20250001193125-26-152971
Executive Compensation Highlights
| Compensation Alignment. Compensation Actually Paid is meaningfully lower than the Summary Compensation Table. |
Proposal 1: Election of Directors
Proposal 1: Election of Directors Our Bylaws provide for the election of all directors at each annual meeting of stockholders. The Board, at the recommendation of the Ethics, Nominating and Corporate Governance Committee, proposes that the nine nominees listed below, all of whom are currently serving on our Board, be elected to serve as directors until the 2027 annual meeting of stockholders or until their successors are duly elected and qualify. The Board does not know of any reason why any nominee would not be able to serve as a director. However, if any nominee were to become unable to serve as a director between now and the 2027 annual meeting date, the Board may designate a substitute nominee, in which case the persons named as proxies will vote for such substitute nominee at the Annual Meeting. Alternatively, the Board may reduce the number of directors to be elected at the Annual Meeting.
Director Nominees at a Glance
Director Nominees at a Glance
Director Nominees at a Glance
| | Director Qualifications, Skills, and Experience | | | | | | | | | | | | | | | | | | | | | | | Director Nominees | Strategic Planning | Executive Leadership | Risk Management | REIT / Real Estate | Health Care Industry | Finance & Accounting | Investment | Legal / Regulatory | Cyber | ESG | | Edward K. Aldag, Jr. | X | X | X | X | X | X | X | X | X | X | | G. Steven Dawson | X | X | X | X | | X | X | | | | | R. Steven Hamner | X | X | X | X | X | X | X | X | | | | Caterina A. Mozingo | X | | X | X | X | X | | | | X | | Emily W. Murphy | X | X | X | X | | | X | X | X | X | | Elizabeth N. Pitman | X | | X | X | X | | X | X | X | | | D. Paul Sparks, Jr. | X | X | X | X | | X | X | | | X | | Michael G. Stewart | X | X | X | X | X | | | X | | | | C. Reynolds Thompson, III | X | X | X | X | X | X | X | | X | | | Percentage of Directors | 100% | 78% | 100% | 100% | 67% | 67% | 78% | 56% | 44% | 44% |
Director Nominees
Director Nominees
Director Nominees
| Edward K. Aldag, Jr. Director since: 2004 Founder, Chairman, President, and Chief Executive Officer Age: 62 Committees: Investment (Chair) Risk Environmental and Social | 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 384 facilities across the United States, seven countries in Europe, and Colombia in South America. Under Mr. Aldag’s leadership, MPT’s assets total approximately $15 billion, with approximately 39,000 licensed beds in its portfolio. Mr. Aldag serves as the Chairman of the Board of Children’s of Alabama. He has been on the board for nine years. Children's of Alabama is one of the nation’s leading hospitals for children. He is Vice Chairman of the Alabama Children’s Hospital Foundation and Chairman of the Foundation’s Investment Committee and is a member of the Executive, Finance & Audit Committees. He also serves as a board member for Mitchell’s Place, benefiting children with autism; the Birmingham Education Foundation, dedicated to increasing the number of students in Birmingham City Schools who are on the path to college, career, and life readiness; the American Sports Medicine Institute, which works to understand, prevent, and treat sports-related injuries; and serves as a member of the Executive Committee of the Birmingham Business Alliance. He is a guest lecturer at both the University of Alabama and the University of Alabama at Birmingham (“UAB”) and part of the UAB President’s Campaign Leadership Cabinet for a $1 billion campaign. Mr. Aldag was appointed as a board member of Infracore SA in May 2019 and as a board member of Générale-Beaulieu Immobilière SA in June 2020, both private foreign companies. A native of Eufaula, Alabama, Mr. Aldag is a graduate of the University of Alabama, where he majored in finance. | | G. Steven Dawson Director since: 2004 Independent Director Age: 68 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. 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. |
Director Nominees
| R. Steven Hamner Director since: 2005 Founder, Executive Vice President, and Chief Financial Officer Age: 69 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: 58 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. |
Director Nominees
| Emily W. Murphy Director since: 2022 Independent Director Age: 52 Committees: Compensation 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, as established in 42 U.S. Code § 17092. Ms. Murphy also had the ultimate responsibility for the Federal Risk and Authorization Management Program (FedRAMP) which provides the federal government’s standardized approach to security authorizations for cloud service offering. She was a member of the Federal Acquisitions Security Committee, which dealt with risk management around 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 Baroni Center for Government Contracting at George Mason University's Costello College of Business. She also works with a variety of government contractors through her company, Government Procurement Strategies LLC, and serves on the Board of Advisors for SkillStorm and Vita lnclinata. | | Elizabeth N. Pitman Director since: 2018 Independent Director Age: 62 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. |
Director Nominees
| D. Paul Sparks, Jr. Director since: 2014 Independent Director Age: 63 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 Resources Corporation. 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: 70 Committees: 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. |
Director Nominees
| C. Reynolds Thompson, III Director since: 2016 Independent Director Age: 63 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. 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. |
Governance Information Regarding Our Board of Directors
Governance Information Regarding Our Board of Directors
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 opting into 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 voting standard and director resignation policy for uncontested director elections.
Named Executive Officers
| Executive Compensation Plan Considerations (Cont.): | | | | ◆ | Compensation Reduction in 2025. The CEO and CFO target compensation & Summary Compensation Table total was reduced in 2025 compared to 2024. The Compensation Committee took deliberate action to re-calibrate CEO and CFO compensation in response to market dynamics and stockholder feedback. For the CEO, the Committee reduced 2025 target compensation by $1 million, or 7%. Moreover, none of the $5.34 million target performance awards have been earned (37% of total target compensation to the CEO). | | | ◆ | Compensation Alignment. Compensation Actually Paid is meaningfully lower than the Summary Compensation Table. To demonstrate our pay‑for‑performance alignment, the Company provides a supplemental Actual Realized Compensation disclosure. This measure reflects compensation actually earned during the year, offering a more meaningful comparison to Company performance than grant‑date values reported in the Summary Compensation Table. For full details, see page 17. | | | | Actual Realized Compensation: In 2025, our CEO and CFO realized less than two-thirds of the total compensation reported in the Summary Compensation Table. Because the Summary Compensation Table reports the accounting value of equity awards granted in that year, the total compensation figure includes the value of unearned performance awards. Actual Realized Compensation is therefore significantly lower, as none of the units have yet been earned under the 2024 or 2025 performance awards. Our CEO's Actual Realized Compensation has been consistently lower than the Summary Compensation Table. This is due to the performance awards granted to our CEO having not met the vesting conditions in these years. | |
2025 CEO Actual Realized Compensation
2025 CEO Actual Realized Compensation We believe in paying for performance and aligning our NEOs’ interests with those of our stockholders by tying a significant portion of our NEOs’ compensation to our long-term financial and growth objectives, with approximately 74% of our CEO’s target compensation delivered in the form of equity-based awards. Our supplemental compensation disclosure, "Actual Realized Compensation", helps provide a clearer and more transparent view of executive pay. Unlike the Summary Compensation Table methodology, which includes grant-date fair values of equity awards that do not reflect actual earned value, Actual Realized Compensation captures amounts realized by executives in a given measurement period. Actual Realized Compensation includes base salary paid during the measurement period, cash bonus earned during the measurement period, and the value of equity awards that actually vested during the measurement period, reflecting their actual worth at the time of realization. By using this approach, stockholders can see what our executives actually earned during each fiscal year. As a result, we believe stockholders gain a more complete picture of the relationship between executive pay and Company performance. The following table captures amounts actually received by our CEO in a given measurement period, unlike the Summary Compensation Table which includes the unearned grant date fair value of the 2025 TSR Performance Award of $5.3 million. As supported by the chart below, there is a correlation between CEO Actual Realized Compensation and the Company's share price performance, reinforcing our commitment to aligning executive compensation with stockholder value creation. This chart demonstrates that our pay-for-performance program works as designed.
2025 CEO Actual Realized Compensation
| | 2025 | 2024 | 2023 | 2022 | | | ($) | ($) | ($) | ($) | | Base Salary | 1,250,000 | 1,000,000 | 1,000,000 | 1,000,000 | | Bonus & Non-Equity Incentive Plan Compensation | 3,750,000 | 2,556,599 | 2,800,000 | 2,500,000 | | Total Cash Compensation | 5,000,000 | 3,556,599 | 3,800,000 | 3,500,000 | | Value Realized on Vesting: Time Based Equity | 3,099,791 | 2,033,842 | 2,015,336 | 4,599,819 | | Value Realized on Vesting: Performance Based Equity (Jan 1)(1) | 1,569,058 | 177,062 | 2,922,364 | 5,279,001 | | Total Value Realized on Equity Vesting | 4,668,849 | 2,210,904 | 4,937,700 | 9,878,820 | | Total Actual Realized Compensation(2) | 9,668,849 | 5,767,503 | 8,737,700 | 13,378,820 | | Comparison to Summary Compensation Table | | | | | | Summary Compensation Table Total | 15,898,816 | 16,388,255 | 17,854,051 | 16,025,513 | | ($) Difference | (6,229,967) | (10,620,752) | (9,116,351) | (2,646,693) | | Percentage Decrease Compared to Summary Compensation Table | 39% | 65% | 51% | 17% |
Performance Highlights
| 2025 TSR Performance | | | +33% | 63rd Percentile TSR Performance | | Absolute TSR | Relative to Healthcare REIT Peer Group(3) |
Key Compensation Practices
| | No new employment agreements since 2003 with evergreen provisions, single-trigger change of control provisions or excise tax gross-up provisions | Best Practice | | | Appropriate balance between short-term and long-term incentive measures | Best Practice | | | Transparency with our stockholders on our compensation program, decisions, and practices | Best Practice | | | Anti-hedging and anti-pledging policies | Best Practice | | | 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 | Best Practice | | | Significant share ownership requirements for our named executive officers (“NEOs”), including 6x base salary for the CEO, 4x base salary for the CFO and 1.5x base salary for Mr. Hanna, Mr. Lambert, and Mr. Portal who are referred to as “Senior Vice Presidents” or “SVPs” in this Proxy Statement | Best Practice | | | Engagement of an independent compensation consultant to advise the Compensation Committee on executive compensation matters | Best Practice | | | Annually reevaluating our peer group to measure our executives' compensation against the most relevant peers | Best Practice |
Our Executive Compensation Process
| Compensation Committee | Compensation Consultant | Management | | Provides independent oversight and approval with respect to executive compensation matters | Provides guidance to the Compensation Committee throughout the year on compensation matters, including benchmarking for pay levels, pay practices, and governance trends | Provides additional information as requested by the Compensation Committee | | Assesses corporate and individual performance as it relates to actual compensation for our NEOs | Assists with peer group selection and analysis | CEO provides input on individual performance for other NEOs and achievements relating to strategic, non-financial business goals | | Administers our equity incentive programs, including reviewing and approving equity grants to our NEOs | Reviews and advises on recommendations, plan design and measures | |
Role of the Compensation Committee
| ◆ | Reviewing and approving, on an annual basis, the corporate incentive goals and objectives relevant to the annual cash bonus plan and performance-based shares | | ◆ | Evaluating the performance of our CEO and CFO in light of these goals and objectives | | ◆ | Evaluating the competitiveness of each executive officer’s total compensation package relative to what other publicly traded and private equity-backed real estate investors may offer | | ◆ | Approving any changes to our CEO's and CFO's total compensation package, including, but not limited to, base salary, annual and long-term incentive award opportunities and payouts, and retention programs. |
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 2025, the Compensation Committee retained Gressle & McGinley, a nationally recognized compensation consulting firm. The Compensation Consultant was engaged by and reports directly to the Compensation Committee. Upon the request of the Compensation Committee, a representative of Gressle & McGinley attended meetings of the Compensation Committee and communicated with the Chairman of the Compensation Committee between meetings; however, the Compensation Committee makes all decisions regarding the compensation of our CEO and CFO. The Compensation Consultant provides various executive compensation services to the Compensation Committee. Generally, these services include, among others, (i) advising the Compensation Committee on the principal aspects of our executive compensation program and director compensation program and evolving industry practices; (ii) presenting information to assist the Compensation Committee in determining the appropriate peer group to be used to evaluate the competitiveness of our compensation program; (iii) providing market information and analysis regarding the competitiveness of our program design and our award values in relationship to our performance; and (iv) preparing recommendations based on the Company’s performance, current market trends, and corporate governance developments. The Compensation Committee has determined, based on a review of relevant factors, that Gressle & McGinley is independent and that their work has not raised any conflict of interests. The Compensation Committee also closely examines the safeguards and steps that Gressle & McGinley takes to ensure that its executive compensation consulting services are objective. Other than advising the Compensation Committee as described above, Gressle & McGinley did not provide any other services to the Company in 2025.
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:
Use of Peer Group Data
| ◆ | Continuity: Sensitivity to peer group continuity to ensure that peer group results are comparable year-over-year and are not arbitrarily adjusted for short-term changes in peer dynamics. | | ◆ | Size: REITs within an appropriate size range relative to our Company, in terms of total capitalization and ensuring the Company is at the approximate median or above the overall peer set. For 2025, the size range was approximately 0.3x to 3.0x our total capitalization. Although one peer, Ventas, falls outside this range, it is the opinion of the Compensation Committee that Ventas is a peer to MPT due to the similarities of our business models. | | ◆ | Global: Companies with a global presence that reflect the same complexities faced by our global operations and challenges associated with operating on an international scale | | ◆ | Healthcare Expertise: REITs that primarily invest in medical properties and/or healthcare assets whose executives require expertise in the healthcare/medical sector | | ◆ | Specialized REITs: REITs with specialized assets that require executives to have knowledge of the underlying operations of their tenants | | ◆ | Net Lease REITs: REITs with a significant portion of properties leased on a triple-net basis. |
Use of Peer Group Data
During 2025, the Compensation Committee utilized peer group compensation data to understand the Company’s pay levels and structure as compared to the market. Although the Compensation Committee does not adhere to a specific formula nor does it target a certain percentile of compensation, we believe it is important to understand the competitive landscape to effectively assess the CEO and CFO's total compensation opportunity, pay mix and overall governance, and market trends. We strive to ensure that our compensation program and opportunities remain equitable and competitive, while also considering factors such as size, scope of operations, and our relative performance, as appropriate.
2025 Executive Compensation Peer Group
2025 Executive Compensation Peer Group The approved peer group for 2025 includes the following companies:
2025 Executive Compensation Peer Group
| Company | Total Capitalization(1) ($mm) | Industry | Size | Global | Healthcare Expertise | Specialized REIT | Net Lease REIT | | Alexandria Real Estate Equities, Inc. | 26,313 | Healthcare REIT | X | X | X | X | X | | BXP, Inc. | 29,698 | Office REIT | X | | | X | | | Douglas Emmett, Inc. | 8,554 | Office REIT | X | | | X | | | Gaming and Leisure Properties, Inc. | 19,781 | Specialty REIT | X | | | X | X | | Healthcare Realty Trust Incorporated | 10,711 | Healthcare REIT | X | | X | | X | | Healthpeak Properties, Inc. | 21,177 | Healthcare REIT | X | X | X | X | X | | Hudson Pacific Properties, Inc. | 5,030 | Office REIT | X | X | | X | | | JBG SMITH Properties | 4,020 | Office REIT | X | | | X | | | Kilroy Realty Corporation | 8,987 | Office REIT | X | | | X | | | Medical Properties Trust, Inc. | 12,228 | Healthcare REIT | X | X | X | X | X | | Omega Healthcare Investors, Inc. | 17,582 | Healthcare REIT | X | X | X | | X | | SL Green Realty Corp. | 9,875 | Office REIT | X | X | | X | | | Ventas, Inc. | 49,359 | Healthcare REIT | | X | X | | X | | Vornado Realty Trust | 15,440 | Office REIT | X | | | X | | | W. P. Carey Inc. | 22,561 | Diversified REIT | X | X | | | X |
2025 Executive Compensation Peer Group
All financial data in $ millions per S&P Capital IQ Pro as of December 31, 2025.
Compensation Program Features
| | 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 |
Compensation Program Features
| Element | Description | | Objective | Pay Philosophy Element | | Base Salary | Based on duties, experience, and peer group base pay levels | | Provides a fixed level of cash compensation to attract and retain talented executives. | | | Annual Cash Bonus(1) | 35% | Remaining Near-Term Maturities | Prioritizes proactive refinancing, repayment, or restructuring of upcoming debt maturities to extend the Company’s maturity profile, enhance liquidity, and reduce near-term refinancing risk. | | | | 15% | OpEx as a % of Total Assets | Drives disciplined cost management to maintain operating expense levels. | | | | 20% | Cash Revenue Growth | Accelerates top-line expansion through asset optimization and disciplined capital deployment to drive sustainable revenue growth and long-term value creation. | | | | 10% | Dividend Growth | Supports sustainable dividend payments by aligning capital allocation, liquidity management, and earnings growth with long-term cash flow stability. | | | | 20% | Corporate Related Objectives | Drives direction toward key Company initiatives including key tenant objectives, ESG, and other important matters | | | Time-Based Shares | Vest ratably over 3 years | | Promotes retention and aligns executives with stockholders | | | Performance-Based Equity Awards(2) | TSR | | Aligns executive incentives with shareholder interests by rewarding the creation of sustained stock price appreciation and dividend growth over the performance period | |
Annual Cash Bonus Plan
Annual Cash Bonus Plan For 2025, cash bonus opportunities for our NEOs as a percentage of base salary were as follows:
Annual Cash Bonus Plan
| Named Executive Officer | Threshold | Target | Maximum | | Edward K. Aldag, Jr. | 100% | 200% | 300% | | R. Steven Hamner | 100% | 150% | 225% | | J. Kevin Hanna(1) | | Not Applicable | | | Charles R. Lambert(1) | | Not Applicable | | | Larry H. Portal(1) | | Not Applicable | |
Annual Cash Bonus Plan
Mr. Hanna, Mr. Lambert, and Mr. Portal’s 2025 bonuses were not targeted at a particular dollar value or percentage of base salary. The actual 2025 bonuses for Mr. Hanna, Mr. Lambert, and Mr. Portal were determined based on a comprehensive review of their performance.
Annual Cash Bonus Plan Metrics
Annual Cash Bonus Plan Metrics The cash bonus plan for Mr. Aldag and Mr. Hamner is reviewed annually by the Compensation Committee to ensure the metrics align 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.
Annual Cash Bonus Plan Metrics
| Continuous Improvement: In 2025, the Compensation Committee adjusted the bonus categories to align with the Company's strategic plan. This included reducing the weight of the Leverage metric compared to 2024 and introducing the Cash Revenue Growth metric. This metric was introduced because the Company has several re-tenanted facilities in 2025 and is focused on the rental growth of these new tenants. |
Annual Cash Bonus Plan Metrics
Based upon achievement of the performance metrics as set forth in the following chart, the 2025 annual cash bonuses for Mr. Aldag and Mr. Hamner were earned at 300% and 225% of target, respectively.
Annual Cash Bonus Plan Metrics
| Performance Metric ($mm) | Weight | Threshold | Target | Maximum | Supplemental Performance(1) | 2025 Achievement | | Leverage: Remaining Near-Term Maturities(2) | 35% | $2,500 | $2,250 | $2,000 | $1,750 | $1,005 | | Rewards aggressive reduction of near- term maturities in line with the Company's 2025 business plan. | | | | | | Supplemental Performance | | Corporate Goals: OpEx as a % of Total Assets(2) | 15% | 1.00% | 0.95% | 0.90% | 0.85% | 0.86% | | Reflects a focus on disciplined cost management and scalable growth and is aligned with the Company's 2025 business plan. | | | | | | Maximum / Supplemental Performance | | Growth: Cash Revenue Growth(2) | 20% | 3.0% | 6.0% | 8.0% | 8.5% | 12.2% | | Rewards successful rent ramp-up of the new tenants in the Company’s portfolio. This metric aligns management incentives with successful execution of re-tenanted facilities and long-term value creation for stockholders as part of the Company’s business plan. | | | | | | Supplemental Performance | | Growth: Dividend Growth(2) | 10% | 12.5% | 25.0% | 37.5% | 50.0% | 12.5% | | Creates an incentive to increase payments to stockholders in line with the Company's 2025 business plan. | | | | | | Threshold | | Corporate Related Objectives | 20% | Considerations include: Tenant Related Objectives, Shareholder Engagement, ESG, and other matters that are deemed to be important to the Committee | | | NA | Target / Maximum(3) | | See below for additional detail on the Compensation Committee’s review of qualitative performance. | | | | | | |
Annual Cash Bonus Plan Metrics
The Compensation Committee considered all information that was known as of December 31, 2025, to determine the achievement of the quantitative categories. (1) The Supplemental Performance Measures reward exceptional outcomes. If the supplemental hurdles for a given metric are achieved, the weighting of that metric increases by 5%. However, in no event may total payouts exceed 300% and 225% of base salary for Mr. Aldag and Mr. Hamner, respectively. The supplemental performance hurdles were achieved, at least in part, for the Remaining Near-Term Maturities, OpEx as a % of Total Assets, and Cash Revenue Growth metrics. (2) Reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 34. See the following page for details on 2025 achievements.
How We Determined Corporate Related Objectives Achievement for the Annual Cash Bonus Plan
How We Determined Corporate Related Objectives Achievement for the Annual Cash Bonus Plan The Compensation Committee assessed all Corporate-Related Objectives as they relate to Mr. Aldag and Mr. Hamner, which accounts for 20% of their overall target bonus. The Compensation Committee performed an item-by-item review of the Company’s results across the qualitative categories (Tenant- Related Objectives, Shareholder Engagement, ESG and Other Matters) and determined that our CEO and CFO had earned between the target and maximum value for Corporate Related Objectives. The following is a non-exhaustive list of results that the Compensation Committee considered for each category:
How We Determined Corporate Related Objectives Achievement for the Annual Cash Bonus Plan
| ◆ | Tenant-Related Objectives | | | | Resolution of Prospect Bankruptcy | • CT assets have all been sold and we retained the CA assets and leased them to a new tenant. • Expectation to recover full amount of MPT DIP financing. | | | Tenant Concentration | • Successfully re-tenanted majority of former Steward assets. • Tenant concentration has remained stable with Circle Health being our largest tenant with approximately 14% concentration based on total assets at December 31, 2025. | | | Tenant Rent Coverage | • Total rent coverage has increased steadily over the past three quarters of 2025. | | | Stabilization of Vibra Investment | • Successfully restructured investment in Vibra, stabilizing their operations and strengthening the Company's overall investment. | | ◆ | Shareholder Engagement | | | | Shareholder Engagement | • The Company has made robust efforts to reach out to shareholders in 2025, and proactively reached out to its top 50 stockholders. 33 stockholders responded (collectively representing 29% of the shares outstanding), and the Company conducted seven meetings with stockholders collectively representing 12% of the shares outstanding. | | | ESG | • Increased coverage of green lease provisions in new and existing leases. • Expanded tenant emissions data coverage by engaging new tenants and collecting additional prior year data. • Improved ISS Environmental Score and GRESB Real Estate Assessment score. | | ◆ | Other Matters | | | | The Company has achieved 33% 2025 TSR, outpacing the Dow Jones U.S. REIT Index and the U.S. Dow Jones Healthcare REIT Index | |
How We Determined Bonuses for Other NEOs
How We Determined Bonuses for Other NEOs The annual cash bonuses for Mr. Hanna, Mr. Lambert, and Mr. Portal were determined based on the CEO’s evaluation of each individual’s performance. Because each SVP is responsible for different aspects of our business, we have not applied a one-size-fits-all bonus program to them. Some examples of the primary determinants for SVP bonuses as considered by the CEO and reviewed by the Compensation Committee included successful management and reporting of complex transactions resulting from the Steward and Prospect bankruptcy, identifying replacement tenants and negotiating lease terms with respect to hospitals formerly operated by Steward and Prospect, ongoing management of our multi-billion dollar portfolio of 384 properties, and assistance with financings and asset sales. Our CEO considers each SVP’s contributions to the Company, both with regard to their individual roles and to the Company’s overall goals. This performance, along with the dynamics of each SVP’s local market, informs the CEO’s judgment for bonus payments. Based on the above and the 2025 performance highlights previously discussed under “2025 Performance Highlights”, the overall cash bonus amounts are as follows:
How We Determined Bonuses for Other NEOs
| Named Executive Officer | 2025 Earned Bonus ($) | | Edward K. Aldag, Jr. | 3,750,000 | | R. Steven Hamner | 1,912,500 | | J. Kevin Hanna | 525,000 | | Charles R. Lambert | 335,000 | | Larry H. Portal | 1,100,000 |
Vesting Status of Outstanding Equity Awards
Vesting Status of Outstanding Equity Awards As of year- end 2025, there were three performance awards outstanding for our NEOs. These awards include: • 2023 Performance Awards, the performance period for which concluded on December 31, 2025; • 2023 and 2024 Stock Price Performance Awards, which were granted to the CEO and CFO in early 2024 and granted to all other employees in late 2023, and • 2025 TSR Performance Awards.
Operational Performance Metrics
Operational Performance Metrics
Operational Performance Metrics
| 2023 Performance Award ($mm) | Weight | Threshold 50% | Target 100% | Maximum 200% | Level Achieved | Percentage Earned | | 3-Year EBITDA | 50% | 1,400 | 1,450 | 1,500 | < Threshold | 0% | | 3-Year Strategic Transactions | 50% | 1,500 | 2,250 | 3,000 | Maximum | 200% |
TSR Modifier
| TSR Modifier (CEO and CFO Only) | Weight | Threshold -25% | Target 0% | Maximum 25% | Performance Result | TSR Modifier Impact | | Relative TSR Percentile* | 50% | <=25th | >=50th | >= 75th | < 1st Percentile | -25% | | Absolute TSR Performance | 50% | <=0% | >=9% | >= 18% | < 0% | -25% | | | | | | | Modifier Result | -25% |
TSR Modifier
*The Relative TSR component is based on the Company’s relative TSR performance against the constituents of the Dow Jones U.S. Real Estate Health Care Index (using a weighted average)
2025 Annual Equity Awards
2025 Annual Equity Awards We use a balanced approach to equity compensation and grant a combination of time-based and performance-based equity awards, with a significant portion of our CEO's equity awards vesting contingent on performance and 100% at risk. The time-based portion of the award is intended to promote retention, while also subjecting our executives to the same market fluctuations faced by our stockholders. In 2025, our NEOs were granted time-based restricted shares that vest in equal quarterly installments over three years with the following values:
2025 Annual Equity Awards
| Named Executive Officer | Target Value of Time-Based Shares 2025(1) ($) | | Edward K. Aldag, Jr. | 5,375,000 | | R. Steven Hamner | 2,687,500 | | J. Kevin Hanna | 293,338 | | Charles R. Lambert | 225,644 | | Larry H. Portal | 293,338 | | Larry H. Portal | 382858 |
2025 Annual Equity Awards
(1) The grant date fair values, computed in accordance with ASC 718, were $5,374,997 and $2,687,501 for Mr. Aldag and Mr. Hamner, respectively. Performance-based awards are designed to incentivize performance in both the near and long term. The 2025 annual performance-based restricted stock awards (“2025 TSR Performance Awards”) are earned only if we achieve aggressive TSR hurdles during the three-year performance period ending on April 14, 2028 based on a trailing 20-trading day average closing price of the Company’s common stock, determined quarterly; and achievement of performance between the specific TSR hurdles will be determined using straight line linear interpolation. These awards were not earned or otherwise realized by our NEOs in 2025, and no units or shares are eligible to be earned until and unless MPT’s share price achieves at least a 20% TSR. The following chart provides the target value of performance-based restricted stock awards granted to our NEOs in 2025:
2025 Annual Equity Awards
| Named Executive Officer | Target Value of Performance-Based Shares 2025(1) ($) | | Edward K. Aldag, Jr. | 5,375,000 | | R. Steven Hamner | 2,687,500 | | J. Kevin Hanna | 282,404 | | Charles R. Lambert | 217,229 | | Larry H. Portal | 282,404 |
2025 Annual Equity Awards
The grant date fair values, computed in accordance with ASC 718, were $5,370,112 and $2,685,049 for Mr. Aldag and Mr. Hamner, respectively.
2025 TSR Performance Awards Criteria
Any earned restricted stock awards will vest in equal quarterly installments over one year from the date the Compensation Committee certifies achievement of the applicable TSR appreciation hurdles, subject to the grantee's continued employment through such date, provided that all unvested but earned restricted stock awards will vest in full on the date that the Compensation Committee makes the final determination regarding the achievement of the performance metrics following the end of the three-year performance period. For the CEO's and CFO's 2025 TSR Performance Awards that were granted in the form of restricted stock units, each earned restricted stock unit will be settled in cash based on the average closing price of the Company’s common stock on the five trading days ending on the vesting date.
How We Determine Annual Equity Awards
How We Determine Annual Equity Awards Equity compensation is a critical component of our NEOs' compensation program that directly aligns our NEOs’ long-term interests with our stockholders and provides additional retention incentives for our NEOs. Annual grants to Messrs. Aldag and Hamner were approved in April 2025 and annual grants for Messrs. Hanna, Lambert, and Portal were approved in September 2025. 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. Factors that the Compensation Committee considers include:
How We Determine Annual Equity Awards
| ◆ | Stockholder Alignment. NEOs should experience the same financial impact as our stockholders. | | ◆ | Retention and Competition for Talent. Maintaining market compensation to retain key leaders, which includes a review of market compensation based on a peer group that is reviewed and approved by the Compensation Committee each year for our CEO and CFO. | | ◆ | Management’s Skill and Proven Track Record. Our NEOs’ have a proven track record of navigating and executing complex transactions. | | ◆ | Long-Term Performance. Our unique portfolio of valuable healthcare infrastructure assets has delivered a 16% compound annual growth rate since year-end 2012, which coincides with MPT’s international expansion. |
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 awards and the executive officers who will receive such awards. It is the policy of the Board and the Compensation Committee to not take material nonpublic information into account when determining the timing of equity awards. Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. All of our employees (including our NEOs) and directors must receive prior authorization for any purchase or sale of our common stock. We have never granted stock options to our NEOs, and we have not granted any stock options since those granted to our initial directors in 2004.
Section 162(m) Policy
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | All Other Compensation ($) | Total ($) | | Edward K. Aldag, Jr. | 2025 | 1,250,000 | 625,000 | 10,745,109 | 3,125,000 | 153,707(4) | 15,898,816 | | Chairman, President, and | 2024 | 1,000,000 | 500,000 | 12,689,910 | 2,056,599 | 141,746 | 16,388,255 | | Chief Executive Officer | 2023 | 1,000,000 | 400,000 | 13,940,389 | 2,400,000 | 113,662 | 17,854,051 | | R. Steven Hamner | 2025 | 850,000 | 318,750 | 5,372,550 | 1,593,750 | 74,181(5) | 8,209,231 | | Director, Executive Vice President | 2024 | 675,000 | 253,125 | 6,344,955 | 1,082,227 | 51,207 | 8,406,514 | | and Chief Financial Officer | 2023 | 675,000 | 202,500 | 6,970,186 | 1,215,000 | 49,931 | 9,112,617 | | J. Kevin Hanna | 2025 | 535,000 | 525,000 | 575,742 | — | 39,213(6) | 1,674,955 | | Senior Vice President, Controller | 2024 | 515,000 | 600,000 | — | — | 38,834 | 1,153,834 | | and Chief Accounting Officer | 2023 | 500,000 | 500,000 | 2,000,283 | — | 37,509 | 3,037,792 | | Charles R. Lambert | 2025 | 475,000 | 335,000 | 442,873 | — | 40,143(7) | 1,293,016 | | Senior Vice President of Finance | 2024 | — | — | — | — | — | — | | and Treasurer | 2023 | — | — | — | — | — | — | | Larry H. Portal | 2025 | 685,000 | 1,100,000 | 575,742 | — | 19,878(8) | 2,380,620 | | Senior Vice President, | 2024 | 643,750 | 1,000,000 | — | — | 19,545 | 1,663,295 | | Senior Advisor to the CEO | 2023 | 625,000 | 850,000 | 2,000,283 | — | 18,773 | 3,494,056 |
Potential Payments Upon Termination or Change of Control
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 equity 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 or restricted stock unit awards and are valued based on the closing price of our common stock on December 31, 2025, the last trading day of 2025, and an assumed termination of employment on December 31, 2025.
Potential Payments Upon Termination or Change of Control
| 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 | 15,358,280(2) | 47,960 | 15,358,280(3) | - | - | | Equity-Award Acceleration(4) | 45,094,995 | 45,094,995 | 45,094,995 | 45,094,995 | - | | R. Steven Hamner | | | | | | | Cash Severance | 8,646,678(2) | 28,776 | 7,374,489 | - | - | | Equity-Award Acceleration(4) | 22,547,485 | 22,547,485 | 22,547,485 | 22,547,485 | - | | J. Kevin Hanna | | | | | | | Cash Severance | - | - | - | - | - | | Equity-Award Acceleration | 3,496,380(5) | - | 2,245,800(6) | - | - | | Charles R. Lambert | | | | | | | Cash Severance | - | - | - | - | - | | Equity-Award Acceleration | 3,369,425(5) | - | 1,843,345(6) | - | - | | Larry H. Portal | | | | | | | Cash Severance | - | - | - | - | - | | Equity-Award Acceleration | 3,496,380(5) | - | 2,245,800(6) | - | - |
Potential Payments Upon Termination or Change of Control
(1) As of January 1, 2026, the amount that would accelerate upon a change of control would be reduced to $37,959,420 for Mr. Aldag and $16,150,720 for Mr. Hamner as a result of shares that vested on January 1, 2026. (2) Amounts exclude tax related payments including any tax gross-ups in connection with a change of control. 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: $32,882,085 for Mr. Aldag and $0 for Mr. Hamner as of December 31, 2025. Due to the shares vested on January 1, 2026, the estimated excise tax gross-up payments upon a change of control on January 1, 2026 would be reduced to $0 for Mr. Aldag. (3) Amount excludes an estimated tax payment of $6,802,500. (4) The amounts reported represent equity awards held by Mr. Aldag and Mr. Hamner that vest upon each of the events occurring other than due to termination for cause or by the executive without good reason. (5) SVP Equity-Award Acceleration represents the 2023 Stock Price Performance Award and the 2025 Time-Based Award and 2025 TSR Award that would vest upon a Change of Control if the individual remains employed through such date. SVP Equity-Award Acceleration represents 2023 Stock Price Performance Award and the 2025 Time-Based 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.
Pay Versus Performance
Pay Versus Performance
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.
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) ($) | | 2025 | 15,898,816 | 16,614,176 | 3,389,455 | 3,600,553 | 37.95 | 163.81 | (277.0) | 5.00 | | 2024 | 16,388,255 | 17,144,799 | 3,005,335 | 2,801,115 | 28.07 | 120.49 | (2,410.3) | 3.95 | | 2023 | 17,854,051 | 1,210,213 | 6,165,180 | 2,417,281 | 31.62 | 93.29 | (556.5) | 4.91 | | 2022 | 16,025,513 | (8,729,616) | 6,192,126 | (4,100,450) | 63.54 | 81.93 | 902.6 | 11.14 | | 2021 | 17,036,629 | 33,684,966 | 7,148,640 | 13,836,026 | 124.60 | 104.84 | 656.0 | 23.63 |
Pay Versus Performance Table
(1) For fiscal years 2021, 2022, 2023, 2024, and 2025 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, our other NEOs were R. Steven Hamner, EVP and CFO; Emmett E. McLean, EVP, COO and Secretary; J. Kevin Hanna, SVP, Controller and Chief Accounting Officer; Rosa H. Hooper, SVP, Operations and Secretary; and Larry H. Portal, SVP, Senior Advisor to the CEO. For 2024, our other NEOs were R. Steven Hamner, EVP and CFO; J. Kevin Hanna, SVP, Controller and Chief Accounting Officer; Rosa H. Hooper, SVP, Operations and Secretary; and Larry H. Portal, SVP, Senior Advisor to the CEO. For 2025, our other NEOs were R. Steven Hamner, EVP and CFO; J. Kevin Hanna, SVP, Controller and Chief Accounting Officer; Charles Lambert, SVP, of Finance and Treasurer; and Larry H. Portal, SVP, Senior Advisor to the CEO. (2) The amounts reported represent the “compensation actually paid”, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported in the “Total” column of the Summary Compensation Table for each year to calculate compensation actually paid:
Pay Versus Performance Table
| Adjustments to Determine Compensation “Actually Paid” for PEO (a) | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total Compensation | 15,898,816 | 16,388,255 | 17,854,051 | 16,025,513 | 17,036,629 | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (10,745,109) | (12,689,910) | (13,940,389) | (12,380,300) | (12,928,532) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 8,230,653 | 13,152,863 | 6,591,933 | 8,396,220 | 24,565,926 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 3,844,743 | (702,208) | (7,976,051) | (20,548,139) | 4,166,464 | | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 1,128,854 | 1,098,069 | 607,840 | 762,900 | 1,047,721 | | 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 | 336,881 | 19,429 | (348,168) | (985,810) | (203,242) | | 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 | (2,080,662) | (121,699) | (1,579,003) | - | - | | Compensation Actually Paid | 16,614,176 | 17,144,799 | 1,210,213 | (8,729,616) | 33,684,966 |
Pay Versus Performance Table
| Adjustments to Determine Average Compensation “Actually Paid” for Non-PEOs Named Executive Officers (Average) (a) | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total Compensation | 3,389,455 | 3,005,335 | 6,165,180 | 6,192,126 | 7,148,640 | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (1,741,727) | (1,586,239) | (4,707,529) | (4,531,857) | (5,249,546) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 1,382,387 | 1,644,108 | 1,879,478 | 3,039,094 | 9,729,908 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 625,308 | (387,310) | (938,459) | (8,678,809) | 1,874,864 | | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 192,915 | 137,259 | 423,824 | 276,519 | 422,195 | | 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 | 50,175 | 4,210 | (413,639) | (397,523) | (90,035) | | 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 | (297,960) | (16,248) | (178,397) | - | - | | Dividends Paid on Outstanding and Unvested Stock Awards | — | — | 186,823 | - | - | | Compensation Actually Paid | 3,600,553 | 2,801,115 | 2,417,281 | (4,100,450) | 13,836,026 |
Pay Versus Performance Table
(a) In making each of the adjustments, the “value” of an equity award is the fair value of the award on the applicable date determined in accordance with ASC 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. The valuation methodology used to calculate fair values did not materially differ from that disclosed at the time of grant. For more information on the valuation of our equity awards, please see the notes to our financial statements included in our Annual Report on Form 10-K for each respective fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement (3) Company TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the price of our common stock at the end and the beginning of the measurement period. (4) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Dow Jones U.S. Real Estate Health Care Index, a published industry index. (5) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year as reported on our Annual Report on Form 10-K. (6) While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that stock price is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure that is not otherwise required to be disclosed in the Pay Versus Performance table used by the Company to link compensation actually paid to the Company’s NEOs, computed in accordance with Item 402(v) of Regulation S-K, for the most recently completed fiscal year, to Company performance. The Company utilizes TSR as a performance metric in the 2025 TSR Performance Awards ; TSR impacts the value of all equity awards granted to the NEOs.
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 business plan and motivate management to drive long-term value creation for our stockholders. The majority of our PEOs’ compensation is comprised of equity awards for which the value is directly tied to changes in stock price. Furthermore, the majority of our equity awards are tied to (1) rigorous performance hurdles, (2) total stockholder return and/or (3) stock price appreciation. As illustrated in the table and charts below, compensation actually paid to our NEOs generally aligns with our stock price performance and financial results as follows:
Relationship between Compensation Actually Paid and Financial Measures
| ◆ | In 2025, we continued to execute on our strategy focusing on balance sheet improvement, allocation of capital, and stabilization of earnings which resulted in a one-year TSR of 33%. | | ◆ | Our 2025 compensation actually paid to our CEO reflects an approximately $700k increase from Summary Compensation Table amounts, driven primarily by an increase in stock price and the fair value of outstanding equity awards. Our CEO's Actual Realized Compensation was $6.9 million lower than compensation actually paid (see page 17 for detail of our CEO's Actual Realized Compensation calculation) |
Relationship between Compensation Actually Paid and Financial Measures
The following graphs further illustrate the alignment of our NEOs’ compensation actually paid relative to (i) our absolute TSR and the TSR of the Dow Jones U.S. Real Estate Health Care REIT Index, (ii) net income (loss), and (iii) stock price: Approval of the Medical Properties Trust, Inc. Second Amended and Restated 2019 Equity Incentive Plan
Pay Ratio Disclosure
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 2025 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, 2025. 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 $158,200. Our CEO’s total compensation as reported in the Summary Compensation Table was $15,898,816. Therefore, our CEO to median employee pay ratio is approximately 100:1. 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.
Compensation of Directors
Compensation of Directors In 2025, the Compensation Committee engaged Gressle & McGinley to assist it in conducting a competitive review of our non-employee director compensation program. The Compensation Committee took into consideration Gressle & McGinley’s findings and recommendations in determining the compensation structure for our non-employee directors for 2025. As compensation for serving on our Board during 2025, each non-employee director received a cash retainer of $115,000. In addition, the Lead Independent Director received a cash retainer of $50,000; the Audit Committee chair received a cash retainer of $35,000; the Compensation Committee chair received a cash retainer of $30,000; the Ethics, Nominating and Corporate Governance Committee chair received a cash retainer of $30,000; the Environmental and Social Responsibility Committee chair received a cash retainer of $30,000; and the Risk Committee chair received a cash retainer of $30,000. Each non-employee director was awarded restricted stock awards of 23,855 shares, 29,914 shares, and 9,675 shares in 2025, 2024, and 2023, respectively. These awards vest over three years in equal quarterly amounts. We also reimburse our directors for reasonable expenses incurred in attending Board and committee meetings. Our Compensation Committee may change the compensation of our non-employee directors at its discretion. Directors who are also officers or employees receive no additional compensation for their service as directors. In addition, pursuant to the Director Retirement Policy adopted by the Compensation Committee in February 2017, each non-employee director receives a single lump sum payment upon retirement equal to the director’s final annual retainer divided by 12 and multiplied by the director’s years of service on the Board. The following Director Compensation Table summarizes the compensation paid to our non-employee directors for their services during 2025:
Compensation of Directors
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | G. Steven Dawson | 150,000 | 125,000 | - | 275,000 | | Caterina A. Mozingo | 145,000 | 125,000 | - | 270,000 | | Emily W. Murphy | 115,000 | 125,000 | - | 240,000 | | Elizabeth N. Pitman | 175,000 | 125,000 | - | 300,000 | | D. Paul Sparks, Jr. | 115,000 | 125,000 | - | 240,000 | | Michael G. Stewart | 165,000 | 125,000 | - | 290,000 | | C. Reynolds Thompson, III | 145,000 | 125,000 | - | 270,000 |
Compensation of Directors
Based on the grant date fair value of our common stock on April 10, 2025, of $5.24 The following table shows outstanding equity awards held by each of our non-employee directors on December 31, 2025:
Compensation of Directors
| Name | Unvested Stock (#) | | G. Steven Dawson | 31,152 | | Caterina A. Mozingo | 31,152 | | Emily W. Murphy | 31,152 | | Elizabeth N. Pitman | 31,152 | | D. Paul Sparks, Jr. | 31,152 | | Michael G. Stewart | 31,152 | | C. Reynolds Thompson, III | 31,152 |