DEF 14A of Healthcare Realty Trust Inc, Apr 9, 2024

DEF 14A of Healthcare Realty Trust Inc

Filed Apr 9, 2024 · FY20230001360604-24-000034

Open on EDGAR

  1. Qualifications of Nominees to be Directors

    Qualifications of Nominees to be Directors As described in the table below, the 11 nominees to serve on the Board of Directors are individuals from diverse backgrounds and experiences. The Board believes that each nominee possesses unique qualifications, skills and attributes that complement the performance of the full Board. The experiences that each has obtained from their respective professional backgrounds, as set forth individually in the table below, have qualified them to serve on the Board of Directors. The Board believes that the nominees set forth below work together well and contribute individual strengths and skills to effectively carry out the Board’s duties. Four director nominees are female (Ms. Agee, Ms. Booth, Ms. Moore, and Ms. Vasquez) and two director nominees represent racial/ethnic minority groups (Mr. Gupta and Ms. Vasquez). Director Nominees

  2. Qualifications of Nominees to be Directors

    | | JOHN KNOX SINGLETON | AGE: 75 | DIRECTOR SINCE 1993 | | | Chairman of the Board; Retired CEO, Inova Health System | | | | | Mr. Singleton retired in 2018 from his position as Chief Executive Officer of Inova Health System headquartered in Falls Church, Virginia. He previously served as a director of Washington Mutual Investors Fund, a mutual fund located in Los Angeles, California and currently serves on a variety of for-profit and not-for-profit health related governing boards. The experience Mr. Singleton has gained in these roles has enabled him to provide the Board with insight regarding the business of large, not-for-profit health systems, as well as general compensation practices and governance matters. | | | | | Current Committee Role: Chair of Compensation and Human Capital Committee Committee Role Following Annual Meeting: Chair of Compensation and Human Capital Committee Highlighted Skills: Healthcare; Executive Leadership; Corporate Governance | | |

  3. Qualifications of Nominees to be Directors

    | | TODD J. MEREDITH | AGE: 49 | DIRECTOR SINCE 2017 | | | President and CEO, Healthcare Realty | | | | | Mr. Meredith was appointed President and Chief Executive Officer of the Company in December 2016. Previously, he served as the Company's Executive Vice President - Investments since 2011, where he was responsible for overseeing the Company's investment activities, including the acquisition, financing, and development of medical office buildings. Mr. Meredith has been with the Company since 2001 and provides the Board with strategic vision and depth of understanding of the Company's business from his many years of experience in directing and shaping key aspects of the business. | | | | | Committee Role: As President and CEO, no committee assignments Highlighted Skills: Executive Leadership; Real Estate; Corporate Finance | | |

  4. Qualifications of Nominees to be Directors

    | | JOHN V. ABBOTT | AGE: 69 | DIRECTOR SINCE 2019 | | | Retired CEO, Aviation Asset Management Group, General Electric Company | | | | | Mr. Abbott retired from the General Electric Company in 2015 after over 38 years with the firm. At the time of his retirement, he was Executive Vice President of GE Capital Aviation Services, where he served as President and Chief Executive Officer of the Asset Management Group. Prior to that, Mr. Abbott held several leadership positions in GE's aircraft engine manufacturing business, including serving as Chief Financial Officer of multiple divisions. Mr. Abbott's experience in business leadership, finance, and innovation adds valuable perspective and oversight capability to the Board. | | | | | Current Committee Role: Compensation and Human Capital Committee Committee Role Following the Annual Meeting: Compensation and Human Capital Committee Highlighted Skills: Executive Leadership; Corporate Governance; Human Capital | | |

  5. Qualifications of Nominees to be Directors

    | | NANCY H. AGEE | AGE: 71 | DIRECTOR SINCE 2016 | | | President and CEO, Carilion Clinic | | | | | Ms. Agee has served as the Chief Executive Officer of Carilion Clinic, a not-for-profit healthcare organization based in Roanoke, Virginia, since 2011. During the previous ten years, she served as the Chief Operating Officer of Carilion Clinic. Ms. Agee also serves as a director of RGC Resources, Inc., an energy company located in Roanoke, Virginia. In 2018, Ms. Agee served as the chair of the Board of Trustees of the American Hospital Association. Ms. Agee provides the Board with valuable insight regarding the real estate needs and concerns of major health systems. Ms. Agee also has extensive financial experience to be considered an audit committee financial expert. | | | | | Current Committee Role: Audit Committee Committee Role Following the Annual Meeting: Audit Committee Highlighted Skills: Executive Leadership; Healthcare; Financial Expert | | |

  6. Qualifications of Nominees to be Directors

    | | VICKI U. BOOTH | AGE: 60 | DIRECTOR SINCE 2022 (1) | | | President and Board Chair, Ueberroth Family Foundation | | | | | Ms. Booth was elected as an independent director of Healthcare Trust of America, Inc. ("Legacy HTA") in March 2018. Ms. Booth currently serves as the President and Board Chair of the Ueberroth Family Foundation and as a director of Hoag Hospital, where she chairs the Nominating and Governance Committee and serves on the Real Estate Committee, Women's Health Services Committee and Community Benefit Committee. She also serves as a Director of the Hoag Clinic. Ms. Booth brings to the Board experience within the healthcare sector through the various positions she has held with healthcare universities and hospitals. These roles have allowed Ms. Booth to develop extensive relationships with leading healthcare communities and provides her with in-depth knowledge and understanding of the healthcare industry. (1) Director of Legacy HTA from 2018 to 2022. | | | | | Current Committee Role: Nominating and Corporate Governance Committee Committee Role Following the Annual Meeting: Nominating and Corporate Governance Committee Highlighted Skills: Healthcare; Corporate Governance; Human Capital | | |

  7. Qualifications of Nominees to be Directors

    | | AJAY GUPTA | AGE: 46 | DIRECTOR SINCE 2021 | | | CEO, Physical Rehabilitation Network | | | | | Mr. Gupta has served as the Chief Executive Officer of Physical Rehabilitation Network since 2019 and as Chief Executive Officer of Gupta Capital Partners since 2017. He previously served as the Chief Operating Officer and Chief Financial Officer of Envision Healthcare in the Evolution Health Division. From 2013 to 2015, Mr. Gupta was Chief Operating Officer and Chief Financial Officer of Integrated Oncology Network, LLC. In 2012, Mr. Gupta was a senior advisor at the Center for Medicare and Medicaid Services. Mr. Gupta was also as a division Chief Financial Officer for HCA Healthcare. Mr. Gupta's financial background, understanding of healthcare regulation and reimbursement, and expertise in the delivery of healthcare services provides valuable insight in the business of the Company's tenants and health system partners. Mr. Gupta has the requisite background and experience to be an audit committee financial expert. | | | | | Current Committee Role: Audit Committee Committee Role Following the Annual Meeting: Chair of the Audit Committee Highlighted Skills: Executive Leadership; Healthcare; Financial Expert | | |

  8. Qualifications of Nominees to be Directors

    | | JAMES J. KILROY | AGE: 51 | DIRECTOR SINCE 2020 | | | President and Portfolio Manager, Willis Investment Counsel | | | | | Mr. Kilroy serves as President and Portfolio Manager at Willis Investment Counsel, an investment firm located in Gainesville, Georgia. Prior to joining Willis Investment Counsel in 2009, Mr. Kilroy was an analyst with a long/short hedge fund, a sell-side equity research analyst on Wall Street, and an investment banker specializing in real estate corporate finance. Mr. Kilroy’s diverse background of portfolio management, equity research and capital markets experience provide the Board with particular insight into capital allocation decisions and investment community perspectives. | | | | | Current Committee Role: Nominating and Corporate Governance Committee Committee Role Following the Annual Meeting: Nominating and Corporate Governance Committee Highlighted Skills: Capital Markets; Corporate Finance; Real Estate | | |

  9. Qualifications of Nominees to be Directors

    | | JAY P. LEUPP | AGE: 59 | DIRECTOR SINCE 2022 (1) | | | Managing Partner and Senior Portfolio Manager, Terra Firma Asset Management | | | | | Mr. Leupp is the Managing Partner and Senior Portfolio Manager for Terra Firma Asset Management, LLC ("TFAM"). He was elected as an independent director of Legacy HTA in January 2020. Prior to TFAM, Mr. Leupp was Managing Director, Senior Portfolio Manager for Lazard Asset Management LLC in San Francisco, where he worked from 2011 to June 2020. He currently serves on the Boards of Directors of G.W. Williams Company, Apartment Investment and Management Company, and Marathon Digital Holdings. Mr. Leupp brings to the Board extensive and broad real estate, financial, and capital markets expertise and has held several board of director and leadership positions. Mr. Leupp has the financial background and experience to be considered an audit committee financial expert. (1) Director of Legacy HTA from 2020 to 2022. | | | | | Current Committee Role: Audit Committee Committee Role Following the Annual Meeting: Audit Committee Highlighted Skills: Real Estate; Corporate Finance; Financial Expert | | |

  10. Qualifications of Nominees to be Directors

    | | PETER F. LYLE SR. | AGE: 59 | DIRECTOR SINCE 2016 | | | EVP, Medical Management Associates | | | | | Mr. Lyle serves as Executive Vice President and Principal at Medical Management Associates, Inc., a healthcare consulting firm based in Atlanta, Georgia. Mr. Lyle's experience in advising health systems and physician practices on key aspects of practice management, mergers and acquisitions, and compensation adds to the Board's understanding of the business and delivery of healthcare services. | | | | | Current Committee Role: Compensation and Human Capital Committee Committee Role Following the Annnual Meeting: Compensation and Human Capital Committee Highlighted Skills: Healthcare; Human Capital; Corporate Finance | | |

  11. Qualifications of Nominees to be Directors

    | | CONSTANCE B. MOORE | AGE: 68 | DIRECTOR SINCE 2022 | | | Retired CEO and President of BRE Properties, Inc. | | | | | Ms. Moore was elected to the board of directors of Legacy HTA in March 2022. She has served as a director of Civeo Corporation and TriPointe Homes since 2014. From 2017 to 2021, she served as a director of Columbia Property Trust, including one year as chair of its board of directors. In 2009, she served as chair of Nareit. She served as President and CEO of BRE Properties, Inc., a publicly-traded REIT, from 2005 until the completion of its merger with Essex Property Trust in 2014. Ms. Moore's business and financial acumen, leadership, integrity, judgment, experience with public companies and extensive experience in the real estate industry provides substantial benefit to the Board. | | | | | Current Committee Role: Nominating and Corporate Governance Committee Committee Role Following the Annual Meeting: Compensation and Human Capital Committee Highlighted Skills: Executive Leadership; Real Estate; Corporate Governance | | |

  12. Qualifications of Nominees to be Directors

    | | CHRISTANN M. VASQUEZ | AGE: 63 | DIRECTOR SINCE 2015 | | | Retired EVP and COO, Ascension Texas | | | | | Ms. Vasquez served as Chief Operating Officer of Ascension Texas from September 2019 to February 2023. Prior to that, she served as President of Dell Seton Medical Center at the University of Texas, a teaching hospital in Austin, President of Seton Shoal Creek Hospital, and President of Seton Medical Center Austin. From 2009 to 2014, Ms. Vasquez was Executive Vice President and Chief Operating Officer of University Health System in San Antonio. Ms. Vasquez's extensive experience in healthcare operations and leadership roles with large health systems further expands the Board's understanding of operational planning associated with the delivery of healthcare services in major markets by leading health systems. | | | | | Current Committee Role: Chair of the Nominating and Corporate Governance Committee Committee Role Following the Annual Meeting: Chair of the Nominating and Corporate Governance Committee Highlighted Skills: Executive Leadership; Healthcare; Corporate Governance | | |

  13. Qualifications of Nominees to be Directors

    Except as indicated, each of the nominees has had the principal occupation indicated for more than five years. Each nominee has consented to be a candidate and to serve if elected. The Board of Directors recommends that the stockholders vote FOR the election of all of the proposed nominees to the Board of Directors. Retirement of Current Directors The directors listed below currently serve on the Board of Directors and will retire at the expiration of their current terms at the conclusion of the Annual Meeting.

  14. Qualifications of Nominees to be Directors

    | | W. BRADLEY BLAIR, II | AGE: 80 | DIRECTOR SINCE 2022 (1) | | | Retired Chairman, Healthcare Trust of America | | | | | Mr. Blair was chairman of the board of directors of Legacy HTA from August 2021 until the closing of the Merger in 2022, at which time he was appointed vice chair of the Board. Mr. Blair was previously appointed as the lead independent director of the board of directors of Legacy HTA in December 2014 and served as an independent director of Legacy HTA since September 2006. Mr. Blair provides the Board with broad real estate and legal experience, having served with a variety of companies in advisory, executive, and/or director roles for over 40 years, including over 10 years as chief executive officer, president and chairman of the board of directors of a publicly traded REIT. His diverse background in other business disciplines, coupled with his deep understanding and knowledge of real estate, contributes to the quality guidance and oversight he brings to the Board. (1) Director of Legacy HTA from 2006 to 2022. | | | | | Committee Role: Compensation and Human Capital Committee Highlighted Skills: Executive Leadership; Real Estate; Corporate Governance | | |

  15. Qualifications of Nominees to be Directors

    | | EDWARD H. BRAMAN | AGE: 67 | DIRECTOR SINCE 2018 | | | Retired Audit Partner, Ernst & Young LLP | | | | | Mr. Braman served as a self-employed finance and accounting consultant from 2015 to 2018. He was a partner at Ernst & Young LLP from 1997 until his retirement in 2015. At Ernst & Young, Mr. Braman audited public and private companies in a variety of industries. He is a certified public accountant and previously served as a director and audit committee chairman of U.S. Xpress Enterprises, Inc., a publicly traded truckload carrier headquartered in Chattanooga, Tennessee. Mr. Braman brings to the Board extensive accounting and financial reporting experience and provides further depth as an audit committee financial expert. | | | | | Committee Role: Chair of Audit Committee Highlighted Skills: Audit Expert; Corporate Governance; Human Capital | | |

  16. Qualifications of Nominees to be Directors

    The Board of Directors would like to thank Mr. Blair and Mr. Braman for their service as directors. Mr. Blair was a founding independent member of the board of Legacy HTA and served as its lead independent director starting in 2014 and chairman of the Legacy HTA board from August 2021 through the closing of the merger involving HRTI, LLC (formerly known as Healthcare Realty Trust Incorporated) ("Legacy HR") on July 20, 2022 (the "Merger"). His knowledge and wisdom gained through extensive experience in the REIT industry was invaluable in completing the Merger and establishing the strategy of the combined company moving forward. Mr. Braman served on the Legacy HR board from 2018 until the Merger in 2022 and as a director and the Audit Committee Chair of the Company since the Merger through his current term. His knowledge and background in auditing and accounting have served the Company well through his term of service, especially through the merger process with Legacy HTA. Corporate Governance

  17. Director Nominee Evaluation Process

    Director Nominee Evaluation Process The Nominating and Corporate Governance Committee is responsible for developing and implementing policies and practices relating to corporate governance. As part of its duties, the Nominating and Corporate Governance Committee develops and reviews background information on candidates for the Board and makes recommendations to the Board regarding such candidates. The Committee also prepares and supervises the Board’s annual review of director independence and the Board’s performance self-evaluation. A copy of the Nominating and Corporate Governance Committee’s charter can be found in the Corporate Governance section of the Company’s website, www.healthcarerealty.com, under the “Investor Relations” tab. Once the Nominating and Corporate Governance Committee has identified a prospective nominee, the Committee reviews the information provided to it with the recommendation of the prospective candidate, as well as the Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. The Nominating and Corporate Governance Committee then evaluates the prospective nominee against the following standards and qualifications: •Personal integrity and reputation for high ethical standards; •The ability to devote sufficient time to the duties of a director; •Experience relevant to the Company's business, including real estate, health care, finance, accounting, investment banking, capital markets, or senior management; •Depth and breadth of leadership experience, and a proven record of accomplishment; •The ability to think independently and work collaboratively; •The ability to satisfy the NYSE requirements of the Audit Committee and the Compensation and Human Capital Committee; and •The ability to meet and comply with the requirements of the Code of Business Conduct and Ethics. The Nominating and Corporate Governance Committee also considers other relevant factors as it deems appropriate, including the current composition and diversity of the Board, the need for Audit Committee expertise and the evaluations of other prospective nominees. The Nominating and Corporate Governance Committee is committed to the Company's goal to have females and/or minorities represent at least one-third of the Board of Directors. In connection with the evaluation process, the Committee determines whether to interview the prospective nominee and, if warranted, one or more members of the Committee, and others as appropriate, interview prospective nominees in person or by telephone. After completing this evaluation, the Nominating and Corporate Governance Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines whether to nominate such persons after considering the recommendation and report of the Nominating and Corporate Governance Committee.

  18. At-Risk Performance Metrics (1)

    At-Risk Performance Metrics (1) (1) Assumes cash and equity incentive awards at target. 2023 Financial and Operational Highlights The following applies to all same store disclosures reported in this Proxy Statement. Subsequent to the Merger on July 20, 2022, the Company began reporting combined same store results in the third quarter of 2022, which are now referred to as Merger Combined Same Store. Merger Combined Same Store includes the Company’s same store properties, including Legacy HTA properties, that were owned for the full comparative period, and that meet all elements of the Company’s same store criteria. The Company presents the combined companies’ same store portfolios to provide an understanding of the operating performance and growth potential of the combined company. Significant results and activities in 2023 included: •Signed new leases totaling 1.5 million square feet and signed lease renewals totaling 4.2 million square feet. •Merger Combined Same Store revenue grew 3.3% over 2022. •Reduced year over year Merger Combined Same Store operating expense growth by 200 basis points, to 4.3% in 2023 compared to 6.3% in 2022. •Merger Combined Same Store cash NOI grew 2.8% over 2022. •In the fourth quarter of 2023, multi-tenant sequential occupancy increased 175,000 square feet, or 53 basis points. •In the fourth quarter of 2023, total multi-tenant NOI grew 3.3% over the fourth quarter of 2022. •Completed asset sales totaling $769 million at an aggregate 6.5% cap rate, enhancing the quality of the Company's portfolio by reducing exposure to non-MOB, off-campus and single tenant assets and improving the average lease escalators. •Net debt to adjusted EBITDA was 6.4x at December 31, 2023, within the Company's target range of 6.0x to 6.5x. •Variable rate debt as a percentage of total debt was reduced from 13% at year end 2022 to 8% at year end 2023. •The Company's outstanding balance on its $1.5 billion revolving credit facility was fully repaid, providing for full availability at the end of 2023. •Achieved $35 million in annualized synergies following the Merger going into 2023, ahead of the projected schedule. •The Company published its fifth annual Corporate Responsibility Report, highlighting progress in its ESG initiatives and its commitment to incorporate sustainability principles into the Company's business practices. Additional information about the Company's ESG practices can be found in its 2023 Corporate Responsibility Report published on its website. Certain information included in the highlights above constitute Non-GAAP financial measures. Such measures are presented herein for reference in connection with our explanation of the relationship between executive pay and company performance. The most comparable measures determined in accordance with GAAP and a reconciliation of all Non-GAAP financial measures to such measures determined in accordance with GAAP are provided beginning on page 50 of this Proxy Statement.

  19. Executive Incentive Plan

    Executive Incentive Plan The Company's Executive Incentive Program, dated August 1, 2022 (the "Executive Incentive Plan"), governed incentive compensation for the NEOs and served to connect executive compensation to Company performance in 2023. Under this plan, in 2023, the NEOs earned incentive awards in the form of cash, performance-based limited partnership interests in the OP ("LTIP Series C Units") and restricted stock. For 2023, Company performance was measured over the relevant period against targeted financial and operational metrics set in advance by the Committee. The various awards available under the Executive Incentive Plan are discussed below under the heading "Components of Compensation."

  20. Pay For Performance

    Pay For Performance The Executive Incentive Plan is designed to directly link compensation to performance. The Committee believes that the combination of objective Merger Combined Same Store revenue and NOI growth operating metrics, Normalized funds from operations ("FFO") and funds available for distribution ("FAD") per share growth, total shareholder return ("TSR"), and sustainability initiatives aligns the incentive structure with long-term stockholder value. For 2023 performance, 83% of the aggregate total compensation for NEOs was awarded in the form of at-risk or to-be-earned performance-based compensation, including restricted stock and LTIP Series C Units having vesting periods of five years. The Committee believes that this further demonstrates alignment of the interests of the NEOs with that of the Company’s stockholders.

  21. Equity Incentive Awards

    Equity Incentive Awards The Committee uses a mix of forward-looking, performance-based equity and retention-based restricted stock as a means of delivering long-term incentive compensation. In 2023, 70% of equity compensation awarded to NEOs was granted in the form of LTIP Series C Units and 30% was granted in the form of retention restricted stock. LTIP Series C Units are granted at the beginning of a three-year performance period and are earned subject to performance metrics measured over the performance period. At the end of the performance period, the Committee will review the actual performance and the LTIP Series C Units that are earned based on performance will be converted into a number of LTIP Series D Units of the OP with a value consistent with the multiples of base salary reflected in the tables set forth on pages 28 and 29. The LTIP Series D Units will then be subject to an additional two-year ratable vesting period. Holders of LTIP Series C Units are entitled to distributions equal to one-tenth of the dividend paid on Common Stock. Holders of LTIP Series D Units are entitled to distributions equal to the dividend paid on Common Stock. The Committee believes that LTIP Units provide an effective incentive to the NEOs with respect to key drivers of Company growth and performance. The Committee has used restricted stock as a means of delivering long-term incentive compensation since the Company's inception and believes that restricted stock grants with long vesting periods align the interests of officers and stockholders and provide strong incentives to the officers both to grow the value of the stock and to maintain and grow the dividend payment. The officers personally benefit from these efforts through their restricted stock awards, which receive dividends at the same rate as unrestricted common stock. The 2023 restricted stock grants to the NEOs vest over a five-year service period. Prior to vesting, the restricted stock grants are subject to forfeiture in the event that the officer voluntarily leaves employment or is terminated for cause.

  22. Status of Outstanding Equity Awards

    Status of Outstanding Equity Awards The Company granted restricted stock units ("RSUs") in January of 2022 and LTIP Series C Units in January of 2023 to the NEOs. These awards are subject to three-year performance periods, as previously described. The table below illustrates the status of these awards as of December 31, 2023. The awards will be measured at the end of their respective performance periods and the status indicated for such awards at December 31, 2023 is not an indication or prediction of future performance of the Company. STATUS OF OUTSTANDING EQUITY INCENTIVE AWARDS (1)

  23. Status of Outstanding Equity Awards

    | | Absolute TSR | Relative TSR | FFO/Sh | FAD/Sh | | Weighting | 18% | 12% | 20% | 20% | | 2022 RSUs | Below Threshold | Below Threshold | Below Threshold | Below Threshold | | 2023 LTIP Series C Units | Below Target | Below Target | Below Target | Below Target |

  24. Status of Outstanding Equity Awards

    | 2022 | 2023 | 2024 | 2025 | | 67% complete | | | | | | 33% complete | | |

  25. Status of Outstanding Equity Awards

    (1) The status of the outstanding awards is based on valuations as of the end of 2023 and does not reflect the Company's financial statement amortization expense for the awards.

  26. Compensation Risk Assessment

    Compensation Risk Assessment The Committee believes its compensation policies and practices do not promote excessive risk-taking and are not likely to have a material adverse effect on the Company. In particular, the Committee believes that the following factors mitigate excessive risk-taking by the NEOs: •The use of RSUs, LTIP Series C Units, and restricted stock, with long vesting periods during which the equity cannot be sold, provides an incentive to the NEOs to make decisions that contribute to long-term growth of the Company, the stability of earnings growth, and the payment of dividends to stockholders. •The maximum potential cash and stock incentive payments are capped at levels such that total compensation would remain comparable with publicly-traded REITs of similar size. •The Committee retains broad discretionary authority to adjust annual awards and payments, which further mitigates risks associated with the Company’s compensation plans and policies.

  27. Peer Group

    Peer Group The Committee has selected the health care REITs in the FTSE NAREIT All Equity REITs Index as the peer group for purposes of measuring relative TSR performance. This index currently includes:

  28. Peer Group

    | American Healthcare REIT | CareTrust REIT, Inc. | Community Healthcare Trust Inc. | | Diversified Healthcare Trust | Healthcare Realty Trust Incorporated | Healthpeak Properties, Inc. | | Global Medical REIT Inc. | LTC Properties, Inc. | Medical Properties Trust, Inc. | | National Health Investors, Inc. | Omega Healthcare Investors, Inc. | Sabra Health Care REIT, Inc. | | Universal Health Realty Income Trust | Ventas, Inc. | Welltower Inc. |

  29. Peer Group

    In consultation with the Committee's compensation consultant in 2023, the Committee established the following peer group to compare NEO compensation and structured 2024 target-level performance in cash and equity incentives for the CEO to be at approximately the median for CEO pay among the peer group. The Committee considered this peer group to be comparable in size to the Company and appropriate for benchmarking NEO compensation to remain competitive within the industry.

  30. Peer Group

    | Apartment Income REIT Corp | Camden Property Trust | CubeSmart | | Healthpeak Properties, Inc. | Medical Properties Trust, Inc. | NNN REIT, Inc. | | Omega Healthcare Investors, Inc. | Physicians Realty Trust | Regency Centers Corporation | | Sabra Health Care REIT, Inc. | Ventas, Inc. | |

  31. Peer Group

    The Committee will review the benchmarking peer group periodically in consultation with its compensation consultant to make appropriate changes, such as adjustments necessitated following merger and acquisition activity within the group.

  32. Compensation Consultant

    Compensation Consultant The Committee retains a compensation consultant to advise it regarding market trends and practices in executive compensation and with respect to specific compensation decisions. The Committee’s policy is to meet annually with a compensation consultant to discuss executive compensation trends. In 2023, the Committee engaged Ferguson Partners to provide a review of recent trends and developments in compensation practices within the Company’s industry. Representatives of Ferguson Partners attended two of the Committee's meetings in 2023. Ferguson Partners received an aggregate of $82,500 for its compensation consulting services provided to the Committee in 2023.

  33. Elements of Pay

    Elements of Pay In 2023, the Company’s compensation program for its NEOs consisted of the following key elements: •annual base salaries that are paid in cash; •the potential for cash incentive awards ("Company Performance Awards") based on defined performance targets set by the Committee, including: ◦FFO per share growth ◦Merger Combined Same Store revenue and NOI growth; and ◦achievement of ESG goals and initiatives. •the potential for equity incentive awards in the form of LTIP Series C Units based on forward-looking performance targets set by the Committee, including: ◦absolute TSR ◦relative TSR compared to the peer group; and ◦growth in FFO and FAD per share. •retention restricted stock awards subject to a five-year ratable vesting period; and •elective base salary deferral, allowing NEOs to take restricted stock in lieu of cash, further aligning interests with stockholders and subjecting the value of elective restricted stock to market risk and risk of forfeiture.

  34. Annual Base Salary

    Annual Base Salary The Committee monitors the base compensation for comparable executive officers in the benchmarking peer group as data points. The Committee believes that the current levels of base salary for the NEOs are competitive and reasonable compared to the peer group and will continue to review that periodically. The base salaries of the NEOs for 2022, 2023, and 2024, before any elective deferral of cash in the form of restricted stock, are as follows:

  35. Cash Incentive Awards

    Cash Incentive Awards Company Performance Awards are based on the achievement of specific Company performance targets and include growth in Merger Combined Same Store NOI, Merger Combined Same Store revenue (referred to in this Compensation Discussion and Analysis section as "same store NOI" and "same store revenue," respectively) , and FFO per share. The specific targets are established by the Committee. These awards operate independently of one another and are payable in cash. For purposes of the Company Performance Awards, same store NOI and revenue growth are measured on a trailing twelve months basis and paid quarterly, and FFO per share growth is measured comparing the current quarter to the same quarter in the previous year. The potential awards are scaled against performance measures and offer the NEOs the opportunity to receive amounts set forth in the tables below, expressed as multiples of base salary. The Committee believes that the Company Performance Award program provides incentives for the NEOs to sustain growth in property operating revenues, to efficiently manage operating expenses and to grow FFO per share. In 2023, the maximum, target, and threshold levels for Company Performance Awards set by the Committee and the actual awards achieved, expressed as multiples of base salary, were as follows:

  36. Cash Incentive Awards

    | COMPANY PERFORMANCE | FFO PER SHARE GROWTH | AWARD MULTIPLE | | | | | CEO | EVP (1) | | Weighting | 50% | | | | Maximum | 7.00% | 2.00x | 1.35x | | Target | 5.00% | 1.00x | 0.90x | | Threshold | 2.00% | 0.50x | 0.45x | | | <2.00% | 0x | 0x | | Actual | (7.01)% | 0x | 0x | | (1) Mr. Hull's multiple at maximum performance is 1.80x. | | | |

  37. Cash Incentive Awards

    | COMPANY PERFORMANCE | SAME STORE REVENUE GROWTH | AWARD MULTIPLE | | SAME STORE NOI GROWTH | AWARD MULTIPLE | | | | | CEO | EVP | | CEO | EVP | | Weighting | 20% | | | 20% | | | | Maximum | 3.00% | 0.60x | 0.54x | 3.50% | 0.60x | 0.54x | | Target | 2.00% | 0.40x | 0.36x | 2.25% | 0.40x | 0.36x | | Threshold | 1.00% | 0.20x | 0.18x | 1.25% | 0.20x | 0.18x | | | <1.00% | 0x | 0x | <1.25% | 0x | 0x | | Actual | 3.3% | 0.60x | 0.54x | 2.8% | 0.50x | 0.45x |

  38. Cash Incentive Awards

    Based on these results, the NEOs received the performance-based cash award multiples reflected in the table above, which were 61% of the aggregate target award. FFO per share growth in 2023 was negative and resulted in no awards. For 2023, the Company's quarterly trailing twelve month same store revenue growth averaged 3.3%, and quarterly trailing twelve-month same store NOI growth averaged 2.8%. This resulted in awards at maximum for same store revenue and 124% of target for same store NOI. ESG Incentive Program For 2023, the Company Performance Award program included incentives to NEOs for Company ESG performance equal to 10% of overall target cash awards. The maximum incentive opportunity under this program is equal to 0.20 times base salary for the CEO and 0.18 times base salary for the EVPs, payable in cash. The ESG goals and initiatives for 2023 included: •monitoring, benchmarking, and reducing environmental resource use, including energy, water, solid waste, and greenhouse gas emissions; •expansion and progress on social initiatives, including Company culture development, employee engagement, employee turnover, employee health and wellness, minority representation, tenant satisfaction, and charitable giving; and •enhancement and promotion of stakeholder engagement around Company ESG efforts. The Company's achievements in 2023 included: •Awarded GRESB's 3 Green Star rating, earning a score of 75 on its 2023 assessment; •Received GRESB's Public Disclosure rating of "A," ranking second out of a peer group of 10 real estate companies for transparency in public reporting on sustainability practices; •Received an ESG Corporate Rating from ISS of "Prime" and a transparency level of "Very High;" •Achieved 57 green building certifications totaling 5.5 million square feet; •Added real-time electricity monitoring to 700,000 square feet, an increase of 20% over the previous year; and •Expanded TCFD alignment to include multiple climate scenarios and mitigation strategies. Based on achievement of continued progress towards these goals and initiatives in 2023, the Committee awarded cash incentives of 0.20 times base salary for the CEO and 0.18 times base salary for the EVPs.

  39. Equity Incentive Awards

    Equity Incentive Awards For 2023, equity incentive awards were the largest component of compensation and were comprised of at-risk and performance based awards, including LTIP Series C Units subject to multiple, objective performance metrics and restricted stock subject to long vesting periods. Performance Awards The Committee granted performance-based equity incentive awards with respect to absolute and relative TSR, FFO per share growth, and FAD per share growth for 2023. These awards are in the form of LTIP Series C Units granted in January 2023, the beginning of the performance period. Performance is measured over a forward-looking three year period ending December 31, 2025. At the end of the performance period, the Committee will review the actual performance and the LTIP Series C Units earned based on performance will be converted into a number of LTIP Series D Units with a value consistent with the multiples of 2023 base salary reflected in the tables below. The LTIP Series D Units will then be subject to an additional two-year ratable vesting period. LTIP Series C Units are initially awarded at maximum performance potential, with any unearned award being forfeited at the end of the performance period. Holders of LTIP Series C Units are entitled to distributions equal to one-tenth of the dividend paid on common stock. LTIP Series C Unit awards comprised 70% of the NEO's 2023 long-term equity incentive compensation. Awards that convert into LTIP Series D Units are entitled to distributions equal to the dividends paid on common stock. The Committee believes that the LTIP Units awarded under this program provide an effective incentive to the NEOs with respect to key drivers of Company growth and performance. For 2023 LTIP Series C Unit awards, the Committee established the following ranges for relative TSR and absolute TSR performance over a three-year period, with relative performance measured against the 2023 TSR peer group discussed above:

  40. Equity Incentive Awards

    | COMPANY PERFORMANCE | RELATIVE TSR PERCENTILE RANK | TSR AWARD MULTIPLES | | ABSOLUTE TSR | TSR AWARD MULTIPLES | | | | | CEO | EVP | | CEO | EVP | | Weighting | 12% | | | 18% | | | | Maximum | 75 | 1.08x | 0.60x | 33.0% | 1.62x | 0.90x | | Target | 50 | 0.54x | 0.30x | 21.0% | 0.81x | 0.45x | | Threshold | 25 | 0.27x | 0.15x | 12.0% | 0.41x | 0.23x | | | <25 | 0x | 0x | <12.0% | 0x | 0x |

  41. Equity Incentive Awards

    For 2023 LTIP Series C Unit awards, the Committee established the following range for normalized FFO and FAD per share growth over a three-year period, expressed as multiples of base salary:

  42. Equity Incentive Awards

    | COMPANY PERFORMANCE | FFO PER SHARE GROWTH | FFO GROWTH MULTIPLES | | FAD PER SHARE GROWTH | FAD GROWTH MULTIPLES | | | | | CEO | EVP | | CEO | EVP | | Weighting | 20% | | | 20% | | | | Maximum | 21.0% | 1.80x | 1.00x | 21.0% | 1.80x | 1.00x | | Target | 12.0% | 0.90x | 0.50x | 12.0% | 0.90x | 0.50x | | Threshold | 6.0% | 0.45x | 0.25x | 6.0% | 0.45x | 0.25x | | | <6.0% | 0x | 0x | <6.0% | 0x | 0x |

  43. Equity Incentive Awards

    Awards earned at the end of the performance period will be calculated using linear interpolation for results between maximum, target, and threshold. Retention Awards The Committee awarded restricted stock to the NEOs in 2023, which included annual retention-based restricted stock for the purposes of aligning the NEO's interests with those of the stockholders of the Company. These awards granted in January 2023 were equal to 1.35 times base salary for the CEO and 0.75 times base salary for the other NEOs. Retention restricted stock awards comprised 30% of the NEO's 2023 long-term equity incentive compensation. The above awards are subject to vesting periods of five years, with 60% of the award vesting after three years and 20% of the awards vesting after each of four and five years. The total multiples of base salary reflected by these awards, assuming target level performance, were as follows:

  44. Equity Incentive Awards

    | NAME | RESTRICTED STOCK AWARDS MULTIPLE OF BASE SALARY | | Weighting | 30% | | Todd J. Meredith | 1.35x | | J. Christopher Douglas | 0.75x | | John M. Bryant, Jr. | 0.75x | | Robert E. Hull | 0.75x | | Julie F. Wilson | 0.75x |

  45. Elective Deferral Awards

    Elective Deferral Awards NEOs may elect to defer up to 25% of their base salaries in the form of shares of restricted stock subject to long-term vesting. The number of shares granted will be increased by a multiple of the amount of cash deferred depending on the length of the vesting period selected by the officer. Each officer who makes this election will be awarded additional shares at no additional cost to the officer according to the following multiple-based formula:

  46. Elective Deferral Awards

    This program is designed to encourage share ownership and to provide officers with an incentive to remain with the Company long term. Restricted stock awarded through the salary deferral plan is subject to market risk and risk of forfeiture during the cliff vesting period. In the event that an officer voluntarily terminates employment or is terminated for cause from employment with the Company during the vesting period, both the shares purchased with deferred amounts and the shares received through the Company match are subject to forfeiture. Elective deferral awards are shown and expressed in dollar amounts in the Stock Awards column in the Summary Compensation Table found on page 33 below and in footnote 4 on page 34 below.

  47. 2024 Incentive Structure

    2024 Incentive Structure The structure of cash and equity incentive awards for 2024 is generally consistent with 2023, with some changes to the allocation and target metrics established by the Committee. In consultation with its compensation consultant, the Committee determined that the incentive compensation opportunity for the CEO as measured against the benchmarking peer group was materially below median and made adjustments to provide increased opportunities to earn performance-based cash and equity compensation in 2024. The CEO’s total cash and equity incentive award opportunity at target level performance remains below the median of the benchmarking peer group. Performance at threshold is 50% of Target and performance at maximum is 200% of Target. The metrics and relative weightings are set forth in the table below:

  48. 2024 Incentive Structure

    | CASH INCENTIVE METRICS | | CEO | | EVP | | | Weighting | TOTAL MULTIPLE OF BASE SALARY AT TARGET | Weighting | TOTAL MULTIPLE OF BASE SALARY AT TARGET | | Same Store Revenue Growth | 20% | 2.0x | 15.00% | 1.84x | | Same Store NOI Growth | 20% | | 15.00% | | | Multi-Tenant Occupancy | 25% | | 18.75% | | | FFO per Share | 25% | | 18.75% | | | ESG | 10% | | 7.50% | | | Individual Performance | —% | | 25% | |

  49. 2024 Incentive Structure

    | EQUITY INCENTIVE METRICS | | CEO | | EVP | | | Weighting | TOTAL MULTIPLE OF BASE SALARY AT TARGET | Weighting | TOTAL MULTIPLE OF BASE SALARY AT TARGET | | Time-Based Retention | 30% | 6.0x | 30% | 2.5x | | Relative 3-Year TSR | 25% | | 25% | | | FAD per Share | 20% | | 20% | | | 3-Year Multi-Tenant Occupancy Gains | 15% | | 15% | | | FAD Payout Ratio | 10% | | 10% | |

  50. Termination and Change-in-Control Arrangements

    Termination and Change-in-Control Arrangements Under the terms of the Company’s compensation plans and its employment agreements with the NEOs, the NEOs are entitled to payments and benefits upon the occurrence of specified events including termination of employment and upon a termination in connection with a change-in-control of the Company. The Company's employment agreements with its NEOs do not include single trigger change in control payments or excise tax gross up payments. The specific terms of these arrangements are discussed under the heading “Post-Employment Compensation - Termination and Change in Control Arrangements” under the section entitled “Executive Compensation” in this Proxy Statement beginning on page 46. In the case of the employment agreements, the terms of these arrangements were agreed to after arm's-length negotiations with each NEO. The Committee believes that these arrangements are appropriate under the Company’s current circumstances.

  51. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table reflects the total compensation of the Company’s Named Executive Officers:

  52. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY (1) | BONUS | STOCK AWARDS (2)(3)(4) | NON-EQUITY INCENTIVE PLAN COMPENSATION | ALL OTHER COMPENSATION | TOTAL | | Todd J. Meredith | 2023 | $850,000 | $— | $4,380,592 | $1,049,034 | $— | $6,279,626 | | President and Chief Executive Officer | 2022 | $850,000 | $— | $6,324,463 | $1,423,035 | $— | $8,597,498 | | | 2021 | $800,000 | $— | $952,000 | $1,383,667 | $108,159 | $3,243,826 | | J. Christopher Douglas | 2023 | $450,000 | $— | $1,531,530 | $583,200 | $— | $2,564,730 | | Executive Vice President and Chief Financial Officer | 2022 | $450,000 | $— | $2,663,117 | $753,371 | $— | $3,866,488 | | | 2021 | $451,250 | $— | $531,942 | $704,189 | $67,527 | $1,754,908 | | John M. Bryant, Jr. | 2023 | $450,000 | $— | $1,288,412 | $472,314 | $— | $2,210,726 | | Executive Vice President and General Counsel | 2022 | $450,000 | $— | $2,343,173 | $678,034 | $— | $3,471,207 | | | 2021 | $378,000 | $— | $566,969 | $667,125 | $21,132 | $1,633,226 | | Robert E. Hull | 2023 | $500,000 | $— | $1,431,541 | $583,200 | $— | $2,514,741 | | Executive Vice President, Investments | 2022 | $500,000 | $— | $2,522,768 | $753,371 | $12,616 | $3,788,755 | | | 2021 | $337,500 | $— | $683,977 | $667,125 | $67,542 | $1,756,144 | | Julie F. Wilson | 2023 | $450,000 | $— | $1,288,412 | $524,880 | $— | $2,263,292 | | Executive Vice President, Operations | 2022 | $450,000 | $— | $2,151,939 | $678,034 | $— | $3,279,973 | | | 2021 | $387,500 | $— | $221,000 | $557,550 | $38,218 | $1,204,268 |

  53. Summary Compensation Table

    (1) Salary is net of employee elective deferrals shown in Note 3 below. (2) Amounts in this column represent the grant date fair value in accordance with ASC 718. The awards are described in more detail in the Grants of Plan-Based Awards section below. See Note 13 to the Consolidated Financial Statements contained in the Company’s 2023 Annual Report on Form 10-K for assumptions relevant to the valuation of stock awards. (3) The 2022 and 2023 awards are subject to three-year performance periods followed by two-year vesting periods in the case of LTIP Series C Units and RSUs and five-year vesting periods in the case of retention restricted stock. See page 28 in Compensation Discussion and Analysis. (4) The table below lists amounts included under the Stock Awards column that have been granted to the Named Executive Officers pursuant to the 2021 Plan:

  54. Summary Compensation Table

    | NAME | YEAR | EMPLOYEE ELECTIVE DEFERRAL (a) | EXECUTIVE INCENTIVE PLAN (b) | TOTAL STOCK AWARDS | | Todd J. Meredith | 2023 | $— | $4,380,592 | $4,380,592 | | | 2022 | $— | $6,324,463 | $6,324,463 | | | 2021 | $— | $952,000 | $952,000 | | J. Christopher Douglas | 2023 | $99,989 | $1,431,541 | $1,531,530 | | | 2022 | $99,948 | $2,563,169 | $2,663,117 | | | 2021 | $47,442 | $484,500 | $531,942 | | John M. Bryant, Jr. | 2023 | $— | $1,288,412 | $1,288,412 | | | 2022 | $— | $2,343,173 | $2,343,173 | | | 2021 | $107,969 | $459,000 | $566,969 | | Robert E. Hull | 2023 | $— | $1,431,541 | $1,431,541 | | | 2022 | $— | $2,522,768 | $2,522,768 | | | 2021 | $224,977 | $459,000 | $683,977 | | Julie F. Wilson | 2023 | $— | $1,288,412 | $1,288,412 | | | 2022 | $— | $2,151,939 | $2,151,939 | | | 2021 | $— | $221,000 | $221,000 |

  55. Summary Compensation Table

    (a) Determined based on the restriction multiples described on page 36 of this Proxy Statement and includes the Company's match. (b) The 2023 Executive Incentive Plan awards are further detailed on page 35 below.

  56. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides additional information relating to grants of plan-based awards made to our Named Executive Officers during 2023:

  57. Grants of Plan-Based Awards

    | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) | | | ESTIMATED POSSIBLE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | | | ALL OTHER STOCK AWARDS | | | NAME | GRANT DATE (2023) | GRANT | THRESH- OLD ($) | TARGET ($) | MAXIMUM ($) | THRESH-OLD (#) | TARGET (#) | MAXIMUM (#) | NUMBER OF SHARES OF STOCK OR UNITS | GRANT DATE FAIR VALUE OF STOCK AWARDS | | Todd J. Meredith | | Annual Incentive | $935,000 | $1,700,000 | $2,890,000 | | | | | | | | 1/1 | Restricted Stock | | | | | | | 59,984 | $1,212,277 | | | 1/3 | LTIP Series C | | | | 69,982 | 139,963 | 279,927 | | $3,168,315.00 | | J. Christopher Douglas | | Annual Incentive | $495,000 | $900,000 | $1,305,000 | | | | | | | | 1/1 | Elective Deferral | | | | | | | 5,296 | $99,989 | | | 1/1 | Restricted Stock | | | | | | | 19,603 | $396,177 | | | 1/3 | LTIP Series C | | | | 22,870 | 45,740 | 91,479 | | $1,035,364 | | John M. Bryant, Jr. | | Annual Incentive | $445,500 | $810,000 | $1,174,500 | | | | | | | | 1/1 | Restricted Stock | | | | | | | 17,642 | $356,545 | | | 1/3 | LTIP Series C | | | | 20,583 | 41,166 | 82,331 | | $931,867 | | Robert E. Hull | | Annual Incentive | $495,000 | $900,000 | $1,530,000 | | | | | | | | 1/1 | Restricted Stock | | | | | | | 19,603 | $396,177 | | | 1/3 | LTIP Series C | | | | 22,870 | 45,740 | 91,479 | | $1,035,364 | | Julie F. Wilson | | Annual Incentive | $445,500 | $810,000 | $1,174,500 | | | | | | | | 1/1 | Restricted Stock | | | | | | | 17,642 | $356,545 | | | 1/3 | LTIP Series C | | | | 20,583 | 41,166 | 82,331 | | $931,867 |

  58. Grants of Plan-Based Awards

    (1) The amounts shown represent each Named Executive Officer's threshold, target, and maximum annual cash incentive opportunities for performance in 2023. The actual amounts paid were based on the achievement of certain performance measures, as discussed beginning on page 27. The awards earned for 2023 are shown in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table above. (2) The amounts shown represent each Named Executive Officer's threshold, target, and maximum opportunities for LTIP Units granted in 2023. The actual number of LTIP Series C Units that would convert to LTIP Series D Units will be based on the achievement of certain performance measures over a three-year performance period, as discussed beginning on page 28. Pursuant to the elective salary deferral plan, Named Executive Officers may elect to defer up to 25% of their base salaries in 2023 in the form of shares of restricted stock. The officer must elect his or her participation level and vesting period for the coming year by December 31 of the current year. The number of restricted shares granted in January of each year is determined based on the average closing market price of the Company’s Common Stock on the last ten trading days of the calendar year preceding the year in which the shares are issued. The number of shares granted will be increased by a multiple of the amount of cash deferred depending on the length of the vesting period selected by the officer. Each officer who makes this election will be awarded additional shares at no additional cost to the officer according to the following multiple-based formula:

  59. Grants of Plan-Based Awards

    | DURATION OF RESTRICTION PERIOD | RESTRICTION MULTIPLE | | 3 years | 1.3x | | 5 years | 1.5x | | 8 years | 2.0x |

  60. Grants of Plan-Based Awards

    By way of example, if an officer elected to defer salary that was equivalent in value to 1,000 shares of stock and the officer elected an eight-year vesting period, the officer would receive the original 1,000 shares plus an additional 1,000 shares for electing the eight-year vesting period, resulting in a total award of 2,000 shares. The vesting period subjects the shares obtained by the cash deferral and the restriction multiple to the risk of forfeiture in the event an officer voluntarily terminates employment or is terminated for cause from employment with the Company.

  61. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table discloses the number of securities and market-based value of restricted shares outstanding that have not vested as of December 31, 2023.

  62. Outstanding Equity Awards at Fiscal Year-End

    | NAME | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(2) | | Todd J. Meredith | 504,237 | $8,688,004 | 364,989 | $6,288,760 | | J. Christopher Douglas | 186,359 | $3,210,966 | 119,277 | $2,055,143 | | John M. Bryant, Jr. | 138,616 | $2,388,348 | 107,349 | $1,849,623 | | Robert E. Hull | 150,024 | $2,584,914 | 119,277 | $2,055,143 | | Julie F. Wilson | 86,194 | $1,485,117 | 107,349 | $1,849,623 |

  63. Outstanding Equity Awards at Fiscal Year-End

    (1) Vesting dates generally range from 2024 to 2030. (2) Based on the closing price per share of the Common Stock on the NYSE on December 29, 2023 of $17.23. (3) Represents restricted stock units and LTIP Series C Units granted in January 2022 and 2023, respectively.

  64. Stock Vested in 2023

    Stock Vested in 2023 The following table reflects the shares of restricted stock held by the Named Executive Officers that vested in 2023 and the market value of such shares on the vesting date.

  65. Stock Vested in 2023

    | NAME | NUMBER OF SHARES THAT VESTED IN 2023 | MARKET VALUE OF SHARES THAT VESTED IN 2023 | | Todd J. Meredith | 59,213 | $946,332 | | J. Christopher Douglas | 31,711 | $500,717 | | John M. Bryant, Jr. | 35,591 | $568,804 | | Robert E. Hull | 31,711 | $500,717 | | Julie F. Wilson | 18,864 | $297,868 |

  66. CEO Pay Ratio

    CEO Pay Ratio Pursuant to rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), the Company is required to disclose the ratio of the annual total compensation for its CEO to the median annual total compensation for its employees other than the CEO. The Company identified the median employee by examining its payroll records for 2023 for all individuals other than the CEO that were employed by the Company at December 31, 2023. Compensation for employees that began employment during the year was annualized based on rate of pay (whether salary or hourly) applied to a full year. As of December 31, 2023, the Company had 584 employees. These employees are all located within the United States and are comprised of Company officers, accountants, information technology staff, leasing personnel, asset management, maintenance engineers, administrative assistants, and employees with various other roles and responsibilities. At December 31, 2023, the Company identified its median employee as one making $79,942 per year. For 2023, the Company's CEO, Mr. Meredith, had total compensation of $6,279,626. This amount is comprised of several components, as reflected in the Summary Compensation Table on page 33. Additional information concerning Mr. Meredith's total compensation is provided in the Compensation Discussion and Analysis section beginning on page 20 and in the Executive Compensation section beginning on page 33. The ratio of CEO pay to median employee pay at December 31, 2023 was 79:1. The table below illustrates the details of the calculation.

  67. CEO Pay Ratio

    | | CEO TO MEDIAN EMPLOYEE PAY RATIO | | | | PRESIDENT AND CEO | MEDIAN EMPLOYEE | | Salary and wages | $850,000 | $77,502 | | Bonus | — | 2,440 | | Performance based compensation | | | | Stock awards | 4,380,592 | — | | Non-equity incentive plan compensation | 1,049,034 | — | | Elective salary deferral award | — | — | | All other compensation | | — | | Total | $6,279,626 | $79,942 |

  68. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules in Item 402(v) of Regulation S-K. For a detailed discussion of the Company's executive compensation program, including how compensation is aligned with Company performance, see “Compensation Discussion and Analysis” beginning on page 20. The Compensation and Human Capital Committee did not consider the pay versus performance data presented below in making compensation decisions for any of the years shown. The following table sets forth information concerning the compensation of our CEO and our other Named Executive Officers compared to Company performance for the years ended December 31, 2023, 2022, 2021 and 2020.

  69. Pay Versus Performance

    | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (1)(2) | COMPENSATION ACTUALLY PAID TO PEO (3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs (1)(2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs (3) | TOTAL SHARE-HOLDER RETURN (4) | PEER GROUP TOTAL SHARE-HOLDER RETURN (4) | NET INCOME (GAAP) (5) | NORMALIZED FFO PER SHARE | | 2023 | $6,279,626 | $4,729,346 | $2,388,372 | $1,830,641 | $62.95 | $95.15 | ($278,261) | $1.57 | | 2022 | $8,597,498 | $162,377 | $3,601,606 | $952,277 | $65.57 | $82.75 | $40,897 | $1.69 | | 2021 | $3,243,826 | $6,458,026 | $1,594,637 | $2,452,347 | $102.50 | $103.97 | $66,659 | $1.71 | | 2020 | $2,823,858 | $1,330,171 | $1,530,919 | $1,126,944 | $92.18 | $90.14 | $72,195 | $1.65 |

  70. Pay Versus Performance

    (1) For each year shown, except as noted below, the principal executive officer (the "PEO") was Todd J. Meredith and the other NEOs were J. Christopher Douglas, John M. Bryant, Jr., Robert E. Hull, and Julie F. Wilson. Ms. Wilson became a Named Executive Officer in 2021. (2) The values reflected in this column represent the "Total" compensation set forth in the Summary Compensation Table ("SCT") on page 33. See footnotes to the SCT for further detail regarding the amounts in this column. (3) Compensation actually paid ("CAP") is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the "Stock Awards" column of the SCT for each year from the "Total" column in the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reported year that are outstanding and unvested as of the end of the reported year; (ii) adding the amount equal to the change as of the end of the reported year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reported year; (iii) adding, for awards that are granted and vest in the reported year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reported year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reported year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of dividends (or dividend equivalents) paid in the reported year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reported year. The tables following these footnotes reflect the adjustments made to SCT total compensation to compute CAP for our PEO and average CAP for our other NEOs. (4) Reflects the cumulative TSR of the Company and the health care REITs excluding the Company in the FTSE NAREIT All Equity REITs Index for the year ended December 31, 2020, the two years ended December 31, 2021, the three years ended December 31, 2022, and the four years ending December 31, 2023 assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of dividends. (5) Amounts in thousands.

  71. Pay Versus Performance

    | PEO RECONCILIATION | 2023 | 2022 | 2021 | 2020 | | Deduction for Change in Actuarial Present Values reported under Change in Pension Value and Nonqualified Deferred Compensation Earnings Column of SCT | $— | $— | $— | $— | | Increase for "Service Cost" for Pension Plans | $— | $— | $— | $— | | Increase for "Prior Service Cost" for Pension Plans | $— | $— | $— | $— | | Deduction for Amounts Reported under the "Stock Awards" Column in the SCT | ($4,380,592) | ($6,324,463) | ($952,000) | ($816,719) | | Deduction for Amounts Reported under the "Options Awards" Column in SCT | $— | $— | $— | $— | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of the Year End | $3,440,897 | $3,700,178 | $1,042,137 | $758,641 | | Increase for Fair Value of Awards Granted during year that Vest during year | $— | $— | $— | $— | | Increase/Deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | ($1,114,566) | ($5,435,460) | $2,268,601 | ($1,961,227) | | Increase/Deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | ($194,697) | ($1,036,781) | $272,898 | ($29,472) | | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | $— | $— | $— | $— | | Increase based upon incremental Fair Value of Awards Modified during year | $— | $— | $— | $— | | Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | $698,678 | $661,405 | $582,564 | $555,090 | | Total Adjustments | ($1,550,280) | ($8,435,121) | $3,214,200 | ($1,493,687) |

  72. Pay Versus Performance

    | AVERAGE NON-PEO NEO RECONCILIATION | 2023 | 2022 | 2021 | 2020 | | Deduction for Change in Actuarial Present Values reported under Change in Pension Value and Nonqualified Deferred Compensation Earnings Column of SCT | $— | $— | $— | $— | | Increase for "Service Cost" for Pension Plans | $— | $— | $— | $— | | Increase for "Prior Service Cost" for Pension Plans | $— | $— | $— | $— | | Deduction for Amounts Reported under the "Stock Awards" Column in the SCT | ($1,384,974) | ($2,420,249) | ($500,972) | ($510,743) | | Deduction for Amounts Reported under the "Options Awards" Column in SCT | $— | $— | $— | $— | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of the Year End | $1,068,249 | $1,476,823 | $548,423 | $347,450 | | Increase for Fair Value of Awards Granted during year that Vest during year | $— | $— | $— | $— | | Increase/Deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | ($301,323) | ($1,322,857) | $493,688 | ($374,602) | | Increase/Deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | ($108,092) | ($544,489) | $172,861 | ($21,561) | | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | $— | $— | $— | $— | | Increase based upon incremental Fair Value of Awards Modified during year | $— | $— | $— | $— | | Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | $168,409 | $161,443 | $143,710 | $155,481 | | Total Adjustments | ($557,731) | ($2,649,329) | $857,710 | ($403,975) |

  73. Director Compensation Table

    Director Compensation Table The following table sets forth the 2023 compensation for directors:

  74. Director Compensation Table

    | NAME | FEES EARNED OR PAID IN CASH (1) | STOCK AWARDS (2) | ALL OTHER COMPENSATION | TOTAL | | John V. Abbott | $87,500 | $135,004 | $— | $222,504 | | Nancy H. Agee | $90,000 | $135,004 | $— | $225,004 | | W. Bradley Blair | $137,500 | $135,004 | $— | $272,504 | | Vicki U. Booth | $87,500 | $135,004 | $— | $222,504 | | Edward H. Braman | $120,000 | $135,004 | $— | $255,004 | | Ajay Gupta | $90,000 | $135,004 | $— | $225,004 | | James J. Kilroy | $87,500 | $135,004 | $— | $222,504 | | Jay P. Leupp | $90,000 | $135,004 | $— | $225,004 | | Peter F. Lyle, Sr. | $87,500 | $135,004 | $— | $222,504 | | Constance Moore | $87,500 | $135,004 | $— | $222,504 | | John Knox Singleton(3) | $130,000 | $420,998 | $— | $550,998 | | Christann M. Vasquez | $110,000 | $135,004 | $— | $245,004 |

  75. Director Compensation Table

    (1) Includes fees associated with chairing a Committee and, in the case of Mr. Singleton, serving as independent chairman. (2) See Security Ownership of Certain Beneficial Owners and Management on page 15 for information about restricted stock awards held by directors. See Note 13 to the Consolidated Financial Statements contained in the Company's 2023 Annual Report on Form 10-K for assumptions relevant to the valuation of stock awards. (3) Mr. Singleton elected to defer his cash retainers for the 2023-2024 term of service on the Board. Accordingly, 2023 total compensation includes cash retainers paid in 2023 for the 2022-2023 term of service and the grant date value of the equity awards taken in lieu of cash and includes a portion of cash compensation that would have been received in 2024 without the elective deferral. Certain Relationships and Related Transactions The Board of Directors recognizes that related party transactions present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof) and therefore has adopted the following policy in connection with all related party transactions involving the Company. Under this policy, no transaction between the Company and an officer, director or five percent or greater stockholder (including any immediate family member or controlled entity) is allowed unless: •the Nominating and Corporate Governance Committee has approved the transaction in accordance with the guidelines set forth in the policy and the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party; •the transaction is approved by the disinterested members of the Board of Directors; or •the transaction involves compensation approved by the Compensation and Human Capital Committee. No such approval is necessary for: •transactions available to all employees generally; or •transactions involving less than $5,000 when aggregated with all similar transactions. The Board of Directors has determined that the Nominating and Corporate Governance Committee is best suited to review and approve related party transactions. Accordingly, management reports any related party transaction to be entered into by the Company to the Nominating and Corporate Governance Committee, including the proposed aggregate value of such transactions if applicable. After review, the Nominating and Corporate Governance Committee will approve or disapprove such transactions and, at each subsequently scheduled meeting, management will update the Nominating and Corporate Governance Committee as to any material change to those proposed transactions or any new transactions. The Board of Directors recognizes that situations exist where a significant opportunity may be presented to management or a member of the Board of Directors that may equally be available to the Company, either directly or via referral. Before such an opportunity may be consummated by a related party, it must be presented to the Nominating and Corporate Governance Committee for consideration. All related party transactions must be disclosed to the full Board of Directors. Additionally, related party transactions will be disclosed in the Company’s public filings in accordance with applicable federal securities law filings. The Company is not aware of any reportable related party transactions that occurred in 2023. Compensation Committee Interlocks and Insider Participation During 2023, John Knox Singleton (chair), John V. Abbott, W. Bradley Blair, II, and Peter F. Lyle, Sr. served on the Compensation and Human Capital Committee. There are no interlocks among the members of the Compensation and Human Capital Committee. Use of Non-GAAP Financial Measures Management considers FFO, FFO per share, normalized FFO, normalized FFO per share, FAD, NOI, cash NOI, same-store NOI, same-store cash NOI, EBITDA, Adjusted EBITDA, and Debt Covenant EBITDA to be useful non-GAAP measures of the Company's operating performance. A non-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable measure determined in accordance with GAAP. Set forth below are descriptions of the non-GAAP financial measures management considers relevant to the Company's business and useful to investors. The non-GAAP financial measures presented herein are not necessarily identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. These measures should not be considered as alternatives to net income (determined in accordance with GAAP), as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs. FFO and FFO per share are operating performance measures adopted by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”). NAREIT defines FFO as the most commonly accepted and reported measure of a REIT’s operating performance equal to “net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property and impairments, plus depreciation and amortization (including amortization of leasing commissions), and after adjustments for unconsolidated partnerships and joint ventures.” The Company presents Normalized FFO by adding to FFO acquisition-related costs, acceleration of debt issuance costs, debt extinguishment costs, and other Company-defined normalizing items to evaluate operating performance. FAD is presented by adding to Normalized FFO non-real estate depreciation and amortization, deferred financing fees amortization, share-based compensation expense and provision for bad debts, net; and subtracting maintenance capital expenditures, including second generation tenant improvements and leasing commissions paid and straight-line rent income, net of expense. The Company's definition of these terms may not be comparable to that of other real estate companies as they may have different methodologies for computing these amounts. FFO, Normalized FFO and FAD do not represent cash generated from operating activities determined in accordance with accounting principles generally accepted in the United States of America and is not necessarily indicative of cash available to fund cash needs. FFO, Normalized FFO and FAD should not be considered an alternative to net income as an indicator of the Company’s operating performance or as an alternative to cash flow as a measure of liquidity. FFO, Normalized FFO and FAD should be reviewed in connection with GAAP financial measures. NOI and same store NOI are key performance indicators. Management considers same store NOI a supplemental measure because it allows investors, analysts and Company management to measure unlevered property-level operating results. The Company defines NOI as rental income and property lease guaranty income less property operating expenses. NOI excludes non-cash items such as straight-line rent, above and below market lease intangibles, leasing commission amortization, lease inducements, lease terminations and tenant improvement amortization. Same store NOI is historical and not necessarily indicative of future results. Management of the Company believes that EBITDA, Adjusted EBITDA, and Debt Covenant EBITDA are useful to investors, analysts and Company management because they allow the comparison of the Company’s unlevered operating performance and credit strength between periods and to other real estate companies without the effect of items that by their nature are not comparable from period to period.

  76. Director Compensation Table

    Management believes FFO, FFO per share, Normalized FFO, Normalized FFO per share, and FAD provide an understanding of the operating performance of the Company’s properties without giving effect to certain significant non-cash items, including depreciation and amortization expense. Historical cost accounting for real estate assets in accordance with GAAP assumes that the value of real estate assets diminishes predictably over time. However, real estate values instead have historically risen or fallen with market conditions. The Company believes that by excluding the effect of depreciation, amortization, gains or losses from sales of real estate, impairments, and other normalizing items that are unusual and infrequent, FFO, FFO per share, Normalized FFO, Normalized FFO per share and FAD can facilitate comparisons of operating performance between periods. The Company reports these measures because they have been observed by management to be the predominant measures used by the REIT industry and by industry analysts to evaluate REITs and because these measures are consistently reported, discussed, and compared by research analysts in their notes and publications about REITs. Reconciliations

  77. Director Compensation Table

    | Reconciliation of FFO, Normalized FFO, and FAD | THREE MONTHS ENDED DECEMBER 31, | | YEAR ENDED DECEMBER 31, | | | Amounts in thousands, except per share data Unaudited | 2023 | 2022 | 2023 | 2022 | | Net (loss) income | ($40,533) | ($35,764) | ($278,261) | $40,897 | | Gain on sales of real estate assets | (20,573) | (73,083) | (77,546) | (270,271) | | Impairment of real estate assets | 11,403 | 54,452 | 149,717 | 54,427 | | Real estate depreciation and amortization | 182,272 | 186,658 | 738,526 | 459,211 | | Non-controlling income from operating partnership units | (491) | (382) | (3,426) | (5) | | Unconsolidated JV depreciation and amortization | 4,442 | 4,020 | 18,116 | 12,722 | | Funds from operations (FFO) | $136,520 | $135,901 | $547,126 | $296,981 | | Acquisition and pursuit costs (1) | 301 | 92 | 2,026 | 3,229 | | Merger-related costs | 1,414 | 10,777 | (1,952) | 103,380 | | Merger-related fair value of debt instruments | 10,800 | 11,979 | 42,885 | 21,248 | | Lease intangible amortization | 261 | 137 | 860 | 1,028 | | Allowance for credit losses | — | — | 8,599 | — | | Non-routine legal costs/forfeited earnest money received (2) | (100) | 194 | 175 | 771 | | Debt financing costs | — | 625 | (62) | 3,145 | | Severance costs | 1,445 | — | 1,445 | — | | Unconsolidated JV normalizing items | 89 | 96 | 389 | 330 | | Normalized FFO | $150,730 | $159,801 | $601,491 | $430,112 | | Non-real estate depreciation and amortization | 685 | 624 | 2,566 | 2,217 | | Non-cash interest expense amortization (3) | 1,265 | 2,284 | 4,968 | 5,129 | | Provision for bad debt, net | 1,404 | (100) | 3,163 | 516 | | Straight-line rent income, net | (7,872) | (9,873) | (32,592) | (20,124) | | Stock-based compensation | 3,566 | 3,573 | 13,791 | 14,294 | | Unconsolidated JV non-cash items | (206) | (316) | (1,034) | (1,206) | | Normalized FFO adjusted for non-cash items | 149,572 | 155,993 | 592,353 | 430,938 | | 2nd generation tenant improvements | (18,715) | (13,523) | (66,081) | (33,620) | | Leasing commissions paid | (14,978) | (7,404) | (36,391) | (22,929) | | Capital additions | (17,393) | (25,669) | (49,343) | (48,913) | | Maintenance capital expenditures | (51,086) | (46,596) | (151,815) | (105,462) | | Funds available for distribution (FAD) | $98,486 | $109,397 | $440,538 | $325,476 | | FFO per common share - diluted | $0.36 | $0.35 | $1.43 | $1.17 | | Normalized FFO per common share - diluted | $0.39 | $0.42 | $1.57 | $1.69 | | FFO weighted average common shares outstanding - diluted (4) | 383,326 | 383,228 | 383,381 | 254,622 |

  78. Director Compensation Table

    (1) Acquisition and pursuit costs include third party and travel costs related to the pursuit of acquisitions and developments. (2) In the fourth quarter of 2022, the Company recorded non-routine legal costs related to disputes with a contractor and a tenant on a violation of use restrictions. In the second quarter of 2022, the Company recorded forfeited earnest money received related to a disposition that did not materialize. (3) Includes the amortization of deferred financing costs and discounts and premiums. (4) The Company utilizes the treasury stock method which includes the dilutive effect of nonvested share-based awards outstanding of 308,389 for the three months ended December 31, 2023.

  79. Director Compensation Table

    | Reconciliation of NOI & EBITDA | YEAR ENDED DECEMBER 31, | | | | Amounts in thousands Unaudited | | | | | NOI | 2023 | 2022 | PERCENTAGE GROWTH | | Net (loss) income | ($278,261) | $40,897 | | | Other income (expense) | 336,227 | (64,519) | | | General and administrative expense | 58,405 | 52,734 | | | Depreciation and amortization expense | 730,709 | 453,082 | | | Other expenses (1) | 12,653 | 120,576 | | | Straight-line rent revenue | (32,592) | (23,498) | | | Joint venture properties | 19,176 | 15,222 | | | Other revenue (2) | (20,311) | (16,577) | | | | 826,006 | 577,917 | | | Pre-Merger Legacy HTA NOI | — | 280,421 | | | Cash NOI | 826,006 | 858,338 | (3.8)% | | Cash NOI not included in same store | (87,282) | (139,430) | | | Merger combined same store cash NOI, including joint ventures | 738,724 | 718,908 | 2.8% | | Same store joint venture properties | (12,150) | (11,523) | | | Wholly-owned merger combined same store cash NOI | $726,574 | $707,385 | 2.7% |

  80. Director Compensation Table

    (1) Includes acquisition and pursuit costs, Merger-related costs, rent reserves, above and below market ground lease intangible amortization, leasing commission amortization, and ground lease straight-line rent. (2) Includes management fee income, interest, above and below market lease intangible amortization, lease inducement amortization, lease terminations and tenant improvement overage amortization.

  81. Director Compensation Table

    | EBITDA | Q4 2023 | | Net loss | ($40,533) | | Interest expense | 63,187 | | Depreciation and amortization | 180,049 | | Unconsolidated JV depreciation and amortization | 4,836 | | EBITDA | $207,539 | | Acquisition and pursuit costs | 301 | | Merger-related costs | 1,414 | | Gain on sales of real estate properties | (20,573) | | Impairments on real estate assets | 11,403 | | Leasing commission amortization | 3,818 | | Lease intangible amortization | 261 | | Acquisition/disposition timing impact (1) | (4,155) | | Stock-based compensation | 3,566 | | Rent reserves, net | 1,404 | | Unconsolidated JV adjustments | 89 | | Adjusted EBITDA | $205,067 | | Annualized adjusted EBITDA | $820,268 |

  82. Director Compensation Table

    (1) Adjusted to reflect quarterly EBITDA from properties acquired or disposed in the quarter. General Information