DEF 14A of Healthcare Realty Trust Inc, Apr 8, 2025

DEF 14A of Healthcare Realty Trust Inc

Filed Apr 8, 2025 · FY20240001360604-25-000047

Open on EDGAR

  1. Agreement with Starboard Value, LP

    Agreement with Starboard Value, LP Pursuant to a cooperation agreement (the "Cooperation Agreement") between the Company and Starboard Value LP and certain of its affiliates (collectively "Starboard"), the Board of Directors appointed David B. Henry, Glenn J. Rufrano, and Donald C. Wood (the "New Directors") to the Board of Directors on December 8, 2024, and agreed to nominate each of the New Directors for re-election at the Annual Meeting. Starboard has agreed to abide by certain voting and standstill restrictions, including an agreement to vote in favor of the Company's director nominees. The Cooperation Agreement will remain effective until the earlier of (i) the date that is 15 business days prior to the notice deadline for stockholder nominations of director candidates for election to the Board of Directors at the Company's 2026 annual meeting of stockholders and (ii) the date that is 100 days prior to the first anniversary of the Annual Meeting. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which was filed as Exhibit 10.1 to a Current Report on Form 8-K filed by the Company on December 9, 2024. Director Nominees

  2. Agreement with Starboard Value, LP

    | | Nancy H. Agee | Age: 72 | Director since 2016 | | | Chief Executive Officer Emeritus, Carilion Clinic | | | | | Ms. Agee served as the Chief Executive Officer of Carilion Clinic, a not-for-profit healthcare organization based in Roanoke, Virginia, from 2011 until her retirement in 2024. 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 the requisite financial background and experience to be an audit committee financial expert. | | | | | Committee Roles: Audit; Nominating and Corporate Governance Highlighted Skills: Executive Leadership; Healthcare; Financial Expert | | |

  3. Agreement with Starboard Value, LP

    | | Thomas N. Bohjalian | Age: 59 | Director since 2024 | | | Chair of the Board Retired Head of U.S. Real Estate, Cohen & Steers | | | | | From May 2002 to June 2021, Mr. Bohjalian served as Executive Vice President, Senior Portfolio Manager for Cohen & Steers where he was the Senior PM and Head of U.S. Real Estate and Trading Departments with responsibility over $40 billion of the firm's $90 billion in assets. From December 2021 to June 2024, Mr. Bohjalian served on the Board of Directors of Apartment Income REIT. Mr. Bohjalian has served as Senior Real Estate Advisor to BeyondView since 2022, a PropTech start-up that creates digital twins of commercial real estate. Mr. Bohjalian's experience with Cohen & Steers, one of the largest REIT investors in the United States, provides the Board with valuable insight into capital markets and investment strategies with respect to the Company. | | | | | Committee Roles: Capital Allocation; Compensation and Human Capital Highlighted Skills: Executive Leadership, Investment Management; Corporate Finance | | |

  4. Agreement with Starboard Value, LP

    | | Ajay Gupta | Age: 47 | Director since 2021 | | | CEO, Physical Rehabilitation Network | | | | | Mr. Gupta has served as the Chief Executive Officer of Physical Reha-bilitation 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 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 financial background and experience to be an audit committee financial expert. | | | | | Committee Role: Chair of Audit Highlighted Skills: Executive Leadership; Healthcare; Financial Expert | | |

  5. Agreement with Starboard Value, LP

    | | David Henry | Age: 76 | Director since 2024 | | | Retired Chief Executive Officer, Kimco Realty | | | | | Mr. Henry served as Chief Executive Officer of Kimco Realty Cor-poration from November 2009 and Vice Chairman from May 2001, until his retirement from both positions in January 2016. Prior to that, Mr. Henry was President of Kimco from November 2008 to August 2014. Mr. Henry has served on the board of Tanger Inc. since 2016. Mr. Henry is a co-founder and director of Peaceable Street Capital, a private specialty finance company. He has served in many other capacities in the real estate industry, including as Senior Vice Pres-ident and Chief Investment Officer of GE Capital Real Estate and Chairman of GE Capital Investment Advisors from 1978 to 2001 and has served on the boards of Healthpeak Properties, Inc., VEREIT, Inc., and Columbia Property Trust, Inc. Mr. Henry's extensive experience in the REIT industry provides the Board of Directors with valuable insight into real estate and capital markets matters. | | | | | Committee Role: Compensation and Human Capital Highlighted Skills: Real Estate; Executive Leadership; Corporate Governance | | |

  6. Agreement with Starboard Value, LP

    | | James J. Kilroy | Age: 52 | Director since 2020 | | | President and Portfolio Manager, Willis Investment Counsel | | | | | Mr. Kilroy serves as President and Portfolio Manager at Willis Invest-ment 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 cor-porate finance. Mr. Kilroy’s diverse background of portfolio manage-ment, equity research and capital markets experience provide the Board with particular insight into capital allocation decisions and investment community perspectives. | | | | | Committee Roles: Chair of Capital Allocation; Nominating and Corporate Governance Highlighted Skills: Capital Markets; Corporate Finance; Real Estate | | |

  7. Agreement with Starboard Value, LP

    | | Jay P. Leupp | Age: 60 | Director since 2020 | | | 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"). 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 exten-sive real estate, financial, and capital markets expertise and has held several board of director and leadership positions. Mr. Leupp has the requisite financial background and experience to be an audit commit-tee financial expert. | | | | | Committee Role: Audit; Capital Allocation Highlighted Skills: Real Estate; Corporate Finance; Financial Expert | | |

  8. Agreement with Starboard Value, LP

    | | Peter F. Lyle Sr. | Age: 60 | Director since 2016 | | | Executive Vice President, Medical Management Associates | | | | | Mr. Lyle has served as Executive Vice President and Principal at Medical Management Associates, Inc. ("MMA"), a healthcare consulting firm based in Atlanta, Georgia since 2019. Mr. Lyle's leadership at MMA and his experience in advising health systems and physician practices on key aspects of practice management, mergers and acquisitions, valuations, and compensation adds to the Board's understanding of the business and delivery of healthcare services. | | | | | Committee Role: Chair of Compensation and Human Capital Highlighted Skills: Healthcare; Human Capital; Corporate Finance | | |

  9. Agreement with Starboard Value, LP

    | | Constance B. Moore | Age: 69 | Director since 2022 | | | Interim President and Chief Executive Officer, Healthcare Realty Trust Incorporated | | | | | Ms. Moore was appointed as Interim President and Chief Executive Officer in November 2024. 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, and extensive experience with public companies in the real estate industry provides substantial benefit to the Board. | | | | | Committee Role: Capital Allocation Highlighted Skills: Executive Leadership, Real Estate, Corporate Finance | | |

  10. Agreement with Starboard Value, LP

    | | Glenn J. Rufrano | Age: 75 | Director since 2024 | | | Executive Chairman, PREIT | | | | | Glenn Rufrano assumed the role of Executive Chairman of PREIT, an owner and developer of retail regional malls, on April 1, 2024. During 2022 and 2023, he was the Chairman of ICSC, a membership org-anization representing the retail community. He assumed the role of Chief Executive Officer of VEREIT, Inc. on April 1, 2015 and served until its merger with Realty Income in 2021. Mr. Rufrano is currently the lead director for GSREIT, a Goldman Sachs sponsored core property NTR, and a director of Faropoint Properties, an industrial asset manager. He has served on the boards of Ventas, Inc., Columbia Property Trust, Inc., Trizec Properties, Inc., Criimi Mae Inc. and General Growth Properties. Mr. Rufrano's extensive leadership experience brings valuable insight to the Board's long-term planning and vision. | | | | | Committee Role: Chair of CEO Search Committee Highlighted Skills: Executive Leadership; Real Estate; Corporate Finance | | |

  11. Agreement with Starboard Value, LP

    | | Christann M. Vasquez | Age: 64 | Director since 2015 | | | Retired Executive, 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 oper-ational planning associated with the delivery of healthcare services in major markets by leading health systems. | | | | | Committee Role: Chair of the Nominating and Corporate Governance; Compensation and Human Capital Highlighted Skills: Executive Leadership; Healthcare; Corporate Governance | | |

  12. Agreement with Starboard Value, LP

    | | Donald C. Wood | Age: 64 | Director since 2024 | | | President and Chief Executive Officer, Federal Realty Trust | | | | | Mr. Wood currently serves as Chief Executive Officer of Federal Realty Investment Trust, a role he has held since 2003. Before assuming that role, he served as Federal Realty's President and held the titles of Chief Operating Officer and Chief Financial Officer at various points. Mr. Wood is a CPA licensed in New Jersey. Mr. Wood previously served as a director of public companies Quality Care Properties and Post Properties. In addition to his public company board service, Mr. Wood served as Chairman of the Board of Trustees of Nareit in 2012. Mr. Wood’s 25 years of experience with Federal Realty, including his responsibilities as chief executive officer and as a REIT CFO, adds to the Board's understanding of the REIT industry and provides valuable experience in executive leadership and corporate governance. | | | | | Committee Role: Capital Allocation Highlighted Skills: Executive Leadership; Real Estate; Corporate Finance | | |

  13. Agreement with Starboard Value, LP

    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.

  14. 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 recommen-dations 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 Commit-tee 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 prospec-tive 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 require-ments of the Code of Business Conduct and Ethics. The Nominating and Corporate Governance Committee also considers other relevant factors as it deems appro-priate, including the current composition and diversity of the Board, the need for Audit Committee expertise and the evaluations of other prospective nominees. In connection with the evaluation process, the Committee deter-mines whether to interview the prospective nominee and, if warranted, one or more members of the Committee, and others as appropriate, interview prospective nominees. 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.

  15. Stock Awards

    Stock Awards Each continuing or newly elected non-employee director receives an automatic grant of restricted shares of Common Stock at the conclusion of each annual meeting, which shares are generally restricted for one year from the date of grant. During the restricted period, such shares are subject to forfeiture upon the occurrence of certain events. Restricted shares may not be sold, assigned, pledged or otherwise transferred. Subject to the risk of forfeiture and transfer restrictions, directors have all rights as stockholders with respect to restricted shares, including the right to vote and receive dividends or other distributions on such shares. Each non-employee director may elect to take all or a portion of their cash retainer in the form of restricted stock with a one-year vesting period. For any amount that is taken in the form of restricted stock, a multiple of 1.1 times is applied.

  16. Director Compensation Table

    Director Compensation Table The following table sets forth the 2024 compensation for directors:

  17. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation | Total | | John V. Abbott(3) | $152,761 | $135,003 | $— | $287,764 | | Nancy H. Agee(4) | $72,000 | $233,998 | $— | $305,998 | | W. Bradley Blair(5) | $68,750 | $— | $— | $68,750 | | Thomas N. Bohjalian | $63,250 | $135,003 | $— | $198,253 | | Vicki U. Booth(5) | $139,329 | $135,003 | $— | $274,332 | | Edward H. Braman(5) | $60,000 | $— | $— | $60,000 | | Ajay Gupta | $135,000 | $135,003 | $— | $270,003 | | David B. Henry(6) | $— | $— | $— | $— | | James J. Kilroy | $143,375 | $135,003 | $— | $278,378 | | Jay P. Leupp | $132,750 | $135,003 | $— | $267,753 | | Peter F. Lyle, Sr.(4) | $88,750 | $231,247 | $— | $319,997 | | Constance Moore(7) | $104,750 | $135,003 | $— | $239,753 | | Glenn Rufrano(6) | $— | $— | $— | $— | | John Knox Singleton(3) | $219,690 | $135,003 | $— | $354,693 | | Christann M. Vasquez | $152,000 | $135,003 | $— | $287,003 | | Donald C. Wood(6) | $— | $— | $— | $— |

  18. Director Compensation Table

    (1) Includes fees associated with chairing a Committee, serving on a committee, and, in the case of Mr. Singleton, serving as independent chair of the Board. (2) See Note 13 to the Consolidated Financial Statements contained in the Company's 2024 Annual Report on Form 10-K for assumptions relevant to the valuation of stock awards. (3) Mr. Abbott, Ms. Booth, and Mr. Singleton retired from the Board on December 8, 2024. (4) Elected to take cash retainers in the form of additional equity awards for the 2024 through 2025 Board term. (5) Mr. Blair and Mr. Braman retired from the Board on May 21, 2024. (6) Mr. Henry, Mr. Rufrano, and Mr. Wood were appointed to the Board on December 8, 2024 and received no fees in 2024. (7) The compensation reflected for Ms. Moore was paid for her service on the Board prior to her appointment on November 11, 2024 as Interim President and Chief Executive Officer. See the Summary Compensation Table on page 43 for compensation Ms. Moore received for serving as an officer. Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of March 27, 2025, the beneficial ownership of the Company’s equity securities as determined in accordance with Rule 13d-3 under the Exchange Act, except to the extent indicated otherwise in the footnotes. Accordingly, all Company securities over which the directors, nominees and executive officers directly or indirectly have or share voting or investment power are listed as beneficially owned. As of March 27, 2025, there were 350,996,169 shares of the Company’s Common Stock outstanding.

  19. Director Compensation Table

    | Name of Beneficial Owner | Common Shares Beneficially Owned | Percent of Common Shares Beneficially Owned | | Ryan E. Crowley | 167,734(1) | * | | Austen B. Helfrich | 99,141(1) | * | | Robert E. Hull | 289,235(1) | * | | Andrew E. Loope | 163,433(1) | * | | Constance B. Moore | 94,397(1) | * | | Julie F. Wilson | 160,477(1) | * | | John M. Bryant, Jr. | 177,175 | * | | J. Christopher Douglas | 234,357(2) | * | | Todd J. Meredith | 1,111,623(2) | * | | Nancy H. Agee | 46,628(1) | * | | Thomas N. Bohjalian | 54,002(1) | * | | Ajay Gupta | 26,360(1) | * | | David B. Henry | — | * | | James J. Kilroy | 55,072(1) | * | | Jay P. Leupp | 33,830(1) | * | | Peter F. Lyle, Sr. | 41,856(1) | * | | Glenn Rufrano | 10,000 | * | | Christann M. Vasquez | 39,943(1) | * | | Donald C. Wood | 5,900 | * | | All current executive officers, directors, and nominees to be director as a group (16 persons) | 1,288,008 | 0.37% | | Greater than 5% Stockholders | | | | Cohen & Steers, Inc. | 65,037,361(3) | 17.16% | | The Vanguard Group | 53,523,080(4) | 14.05% | | BlackRock, Inc. | 43,899,449(5) | 11.50% | | State Street Corporation | 21,354,468(6) | 5.61% | | Starboard Value, LP | 19,905,460(7) | 5.60% |

  20. Director Compensation Table

    * Less than 1% (1) Includes shares of restricted stock. (2) Mr. Meredith and Mr. Douglas are no longer employed by the Company. Share ownership is based on their most recent Form 4 and 144 filings. (3) Information is based on a Schedule 13G/A filed on February 14, 2024 by Cohen & Steers, Inc., an investment adviser located at 1166 Avenue of the Americas, 30th Floor, New York, New York 10036. Cohen & Steers, Inc. reported that, through various of its subsidiaries, it possesses the sole power to vote 45,229,490 shares and to dispose of 65,372,070 shares of the Common Stock. (4) Information is based on a Schedule 13G/A filed on February 13, 2024 by The Vanguard Group, an investment adviser located at 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group, Inc. reported that it possesses no sole power to vote, shared power to vote 446,168 shares, sole power to dispose of 52,672,945 shares and shared power to dispose of 850,135 shares of the Common Stock. (5) Information is based on a Schedule 13G/A filed on January 24, 2024 by BlackRock, Inc., a holding company located at 50 Hudson Yards, New York, New York 10001. BlackRock, Inc. reported that, through various of its subsidiaries, it possesses the sole power to vote 42,119,330 shares and to dispose of 43,899,449 shares of the Common Stock. (6) Information is based on a Schedule 13G/A filed on January 30, 2024 by State Street Corporation, a holding company located at 1 Congress Street, Suite 1, Boston, Massachusetts 02114. State Street Corporation reported that it possesses no sole power to vote or dispose and shared power to vote 16,415,063 shares and shared power to dispose of 21,316,068 shares of the Common Stock. (7) Information is based on a Schedule 13D/A filed on December 9, 2024 by Starboard Value LP, an investment fund located at 777 Third Avenue, 18th Floor, New York, New York 10017. Starboard Value reported that, through its subsidiaries, it possesses the sole power to vote and dispose of 19,905,460 shares.

  21. Executive Incentive Plan

    Executive Incentive Plan Under the Company's Executive Incentive Plan in 2024, the NEOs earned incentive awards in the form of cash and were awarded performance-based equity and retention restricted stock. For 2024, 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."

  22. 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 same store revenue and NOI growth operating metrics, multi-tenant occupancy absorption, normalized funds from operations ("FFO") per share and funds available for distribution ("FAD") per share, total shareholder return ("TSR"), dividend payout ratio, and sustainability initiatives aligns the incentive structure with long-term stockholder value. For more information, see "Components of Compensation" beginning on page 33 below. For 2024, 89% of the aggregate total compensation for the CEO and 81% for the other NEOs was awarded in the form of at-risk or to-be-earned performance-based compensation, including cash incentive awards, restricted stock and equity interests in the Company's operating partnership ("OP Units") having vesting periods of five years. The Committee believes that this further demonstrates alignment of the interests of the NEOs with those of the Company’s stockholders.

  23. 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 2024, 70% of the equity compensation oppor-tunity for NEOs was granted in the form of performance-based OP Units and 30% was granted in the form of retention restricted stock. Performance-based equity awards are earned after achievement of three-year perfor-mance metrics. The 2024 retention 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. See "Equity Incentive Awards" beginning on page 36 below. The Committee believes that these performance-based and retention equity awards provide an effective incentive to the NEOs with respect to key drivers of Company growth and performance.

  24. Status of Outstanding Equity Awards(1)

    Status of Outstanding Equity Awards(1) The Company granted performance-based equity to the NEOs in the form of restricted stock units ("RSUs") in 2022 and OP Units in 2023 and 2024. These awards were subject to three-year performance periods, as described beginning on page 36 below. The table below illustrates the status of these awards as of December 31, 2024. For the RSUs awarded in 2022, performance was measured as of December 31, 2024 and all performance metric outcomes were below threshold, resulting in no payout to the NEOs. The 2023 and 2024 unearned awards will be measured at the end of their respective performance periods in 2025 and 2026. The status indicated for such awards at December 31, 2024 is not an indication or prediction of future performance of the Company.

  25. Status of Outstanding Equity Awards(1)

    | | Absolute TSR | Relative TSR | FFO/Sh | FAD/Sh | | | | | | | Weighting | 18% | 12% | 20% | 20% | 2022 | 2023 | 2024 | 2025 | 2026 | | 2022 RSUs | Below Threshold | Below Threshold | Below Threshold | Below Threshold | | | | | | | | | | | | 100% complete | | | | | | 2023 OP Units | Below Target | Below Target | Below Target | Below Target | | | | | | | | | | | | | 67% complete | | | | | | Relative TSR | FAD/sh | 3-yr Multi-tenant Occupancy | Payout Ratio | | | | | | | Weighting | 25% | 20% | 15% | 10% | | | | | | | 2024 OP Units | Target | Target | Target | Target | | | | | | | | | | | | | | 33% complete | | |

  26. Status of Outstanding Equity Awards(1)

    (1) The status of the outstanding awards is based on valuations as of the end of 2024 and does not reflect the Company's financial statement amortization expense for the awards.

  27. 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 performance-based equity and retention restricted stock, with long vesting periods during which the equity cannot be sold, provides an incen-tive 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 author-ity to adjust annual awards and payments, which further mitigates risks associated with the Com-pany’s compensation plans and policies.

  28. Peer Group

    Peer Group On an annual basis, in consultation with the Committee’s independent compensation consultant, the Committee reviews the peer group used to assess the competitiveness of our compensation program in terms of both pay levels and structure. In its review of the peer group the Committee considers the following guiding principles: Size. Ensure that companies are similar in scope. Industry. Emphasize healthcare REITs within an appropriate size range of approximately 0.3x to 3.0x our size in terms of total enterprise value and/or implied equity market capitalization Geography. Consider other similarly-sized REITs, excluding those in specialized sectors, that are head- quartered in geographically similar markets (i.e., secondary cities) based on a tighter size range of 0.5x to 1.5x our size. Additionally, we review the peer group each year for any relevant merger and other activity. Based on its review in 2024, the Committee made the following changes to the peer group for 2024: Peer Group Removals •Removed AIR Communities and Physicians Realty Trust, which were no longer active following merger and acquisition activity •Removed select peers at a higher end of the size parameters to rebalance the Company's relative size versus the peer group, including Ventas, Inc., Regency Centers Corporation and Camden Property Trust •Removed Medical Properties Trust given the company's recent volatility Peer Group Additions •Added American Healthcare REITs, a new publically traded Healthcare REIT •Added Cousins Properties, Inc., Highwoods Properties, Inc., Federal Realty Investment Trust and Kite Realty Group, which are similarly sized REITs that are headquartered in the southeast and/or secondary cities The following companies comprise the updated peer group, which the Committee believes reflects a balanced and appropriate group of companies to assess the competitiveness of our compensation program.

  29. Peer Group

    | Company Name | Ticker | Total Enterprise Value($M)(1) | Implied Equity Market Capitalization ($M)(1) | | Healthpeak Properties | DOC | $25,449 | $16,313 | | Omega Healthcare Investors, Inc. | OHI | $15,428 | $10,803 | | CubeSmart | CUBE | $15,155 | $12,190 | | Federal Realty Investment Trust | FRT | $14,573 | $9,692 | | NNN REIT, Inc. | NNN | $13,286 | $8,906 | | Healthcare Realty Trust Incorporated | HR | $12,098 | $6,685 | | Kite Realty Group Trust | KRG | $8,865 | $5,933 | | Cousins Properties Incorporated | CUZ | $7,140 | $4,485 | | Highwoods Properties, Inc. | HIW | $6,822 | $3,625 | | Sabra Health Care REIT, Inc. | SBRA | $6,782 | $4,360 | | American Healthcare REIT, Inc. | AHR | $6,432 | $4,081 |

  30. Peer Group

    (1) Source: S&P Global Market Intelligence; market data as of September 30, 2024. The Committee uses peer group data to guide its review of our NEOs’ total compensation and generally reviews the compensation data of the peer group and industry to understand market competitive compensation, the Committee does not benchmark compensation to a specific percentage of the compensation of this compar-ative group or otherwise apply a formula or assign this comparative group a relative weight.

  31. Compensation Consultant

    Compensation Consultant The Committee retains Ferguson Partners, a compensation consultant, to advise it regarding market trends and practices in executive compensation and with respect to specific compensation decisions. The Committee’s practice is to meet annually with a compensation consultant to discuss executive compensation trends. In 2024, Ferguson Partners provided a review of recent trends and developments in compensation practices within the Company’s industry. Ferguson Partners received an aggregate of $87,500 for its compensation consulting services provided to the Committee in 2024.

  32. Elements of Pay

    Elements of Pay In 2024, 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 performance targets set by the Com- mittee, including: ◦FFO per share growth; ◦same store revenue growth; ◦same store NOI growth; ◦multi-tenant occupancy; ◦individual performance; and ◦achievement of ESG goals and initiatives. •the potential for equity incentive awards based on achievement of three-year forward-looking perfor-mance targets set by the Committee, including: ◦relative TSR compared to the TSR peer group; ◦growth in FAD per share; ◦multi-tenant occupancy gains; and ◦FAD payout ratio. •retention restricted stock awards subject to a five-year ratable vesting period.

  33. 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 2024, and for all current executive officers for 2025, before any elective deferral of cash in the form of restricted stock, are as follows:

  34. Cash Incentive Awards

    Cash Incentive Awards Cash incentive awards are based on the achievement of specific Company performance targets and include growth in same store NOI and same store revenue, multi-tenant occupancy absorption, FFO per share, and ESG metrics. The specific targets were established by the Committee. In addition, the NEOs other than the CEO had the opportunity to earn cash incentive awards based on individual performance metrics. These awards operate independently of one another and are payable in cash. 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 cash incentive awards provide incentives for the NEOs to sustain growth in property operating revenues, to efficiently manage operating expenses, to drive leasing and occupancy growth, and to grow FFO per share. The following reflects the performance targets and actual achievements under the cash incentive award program:

  35. Cash Incentive Awards

    | Performance Metric | CEO Weighting | EVP Weighting | Threshold | Target | Maximum | Actual | | FFO per share | 25% | 18.75% | $1.53 | $1.57 | $1.61 | $1.56 | | Multi-tenant occupancy growth | 25% | 18.75% | 60 bps | 130 bps | 200 bps | 149 bps | | Same store revenue growth | 20% | 15.00% | 1.5% | 2.5% | 3.50% | 2.15% | | Same store NOI growth | 20% | 15.00% | 2.5% | 3.0% | 4.25% | 2.90% | | ESG Incentives | 10% | 7.50% | Qualitative | | | Target (see below) | | Individual | —% | 25.00% | Qualitative | | | Varies (see below) |

  36. Cash Incentive Awards

    Individual Performance Awards In 2024, the Committee established individual performance goals representing 25% of the total cash incentive opportunity for Mr. Hull, Mr. Bryant and Ms. Wilson. The individual performance goals were subject to a mix of quantitative and qualitative metrics, including: leasing goals; implementation of improvements to leasing procedures; the sale of Company assets; human resources initiatives; joint venture negotiations; talent development and retention; and technology and process improvements. The range of potential payouts for individual performance for the EVPs, expressed as multiples of base salary, is set forth in the table below.

  37. Cash Incentive Awards

    | Individual Performance | Multiple of Base Salary | | Maximum | 0.900x | | Target | 0.450x | | Threshold | 0.225x |

  38. Cash Incentive Awards

    Based on a recommendation from the CEO and the Committee's review of the individual performance metrics, the Company awarded individual cash performance awards of: $338,000 for Mr. Hull; $245,000 for Mr. Bryant; and $273,585 for Ms. Wilson. ESG Incentive Program For 2024, the Company performance award program included incentives to NEOs for Company ESG performance equal to 10.0% of overall target cash awards for the CEO and 7.5% for the other NEOs. The target incentive opportunity under this program is equal to 0.20 times base salary for the CEO and 0.135 times base salary for the other NEOs, payable in cash. The ESG goals and initiatives for 2024 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 2024 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 these goals and initiatives in 2024, the Committee awarded cash incentives of 0.20 times base salary for the CEO and 0.135 times base salary for the other NEOs. In 2024, the maximum, target, and threshold levels for cash incentive awards set by the Committee and the actual awards achieved were as follows:

  39. Cash Incentive Awards

    | NEO | Threshold(1) | Target(1) | Maximum(1) | Actual | | Todd J. Meredith | $935,000 | $1,700,000 | $3,230,000 | (2) | | J. Christopher Douglas | $483,750 | $900,000 | $1,732,500 | (2) | | John M. Bryant | $435,375 | $810,000 | $1,559,250 | $847,730 | | Robert E. Hull | $483,750 | $900,000 | $1,732,500 | $1,007,700 | | Julie F. Wilson | $435,375 | $810,000 | $1,559,250 | $876,315 |

  40. Cash Incentive Awards

    (1) ESG incentives can only be earned up to an amount equal to 10% of the target cash incentive opportunity for the CEO and 7.5% for the other NEOs. Amounts include the total opportunity at threshold, target, and maximum. (2) Mr. Douglas’ employment ended on September 30, 2024 and Mr. Meredith's employment ended on November 10, 2024. Both Mr. Douglas and Mr. Meredith received cash incentive payments earned to the date of termination and a pro-rated portion of cash incentives at target level performance for the fourth quarter.

  41. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards Our Compensation and Human Capital Committee does not grant stock options or similar awards in anticipation of the release of material non-public information nor does the Company time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. In 2024, the Company did not grant any stock options.

  42. Equity Incentive Awards

    Equity Incentive Awards For 2024, equity incentive awards were the largest component of compensation and were comprised of at-risk and performance-based awards, including OP 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 relative TSR (with a modifier based on absolute TSR), FAD per share, three-year multi-tenant occupancy gains, and the dividend payout ratio. These awards are in the form of OP Units granted in early 2024. Performance is measured over a forward-looking three-year period beginning January 1, 2024 and ending December 31, 2026. At the end of the performance period, the Committee will review the actual performance and determine the OP Units earned based on performance. The OP Units will then be subject to an additional two-year ratable vesting period. Any unearned award will be forfeited at the end of the performance period. Holders of OP Units are entitled to distributions equal to one-tenth of the dividend paid on common stock during the performance period. OP Unit awards comprised 70% of the NEO's 2024 long-term equity incentive compensation. Earned awards are entitled to distributions equal to the dividends paid on common stock. The Committee believes that the OP Units awarded under this program provide an effective incentive to the NEOs with respect to key drivers of Company growth and performance. For performance awards granted in 2024, the Committee selected the health care REITs in the FTSE NAREIT All Equity REITs Index, of which the Company is a constituent, as the peer group for purposes of measuring relative TSR performance. The peer group currently includes:

  43. Equity Incentive Awards

    | CareTrust REIT, Inc. | Community Healthcare Trust Inc. | Diversified Healthcare Trust | | 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. | | |

  44. Equity Incentive Awards

    For 2024 OP Unit awards, the Committee established the following performance ranges for relative TSR, FAD per share, multi-tenant occupancy absorption, and the dividend payout ratio over a three-year period, with relative performance measured against the 2024 TSR peer group discussed above:

  45. Equity Incentive Awards

    | Performance Metric | Weighting(1) | Threshold | Target | Maximum | | Relative TSR Percentile Rank | 25% | 25th | 50th | 75th | | FAD per share | 20% | $1.253 | $1.292 | $1.348 | | Three-year multi-tenant occupancy | 15% | 87% | 88.5% | 90% | | Dividend payout ratio | 10% | 99% | 96% | 92% |

  46. Equity Incentive Awards

    (1) The weighting of each target is the percentage of the overall equity opportunity, including the retention restricted stock awards discussed below. The following reflects the opportunity at threshold, target and maximum performance for the 2024 OP Units awards:

  47. Equity Incentive Awards

    | NEO | Threshold(1) | Target(1) | Maximum(1) | | Todd J. Meredith | $1,785,000 | $3,570,000 | $7,140,000 | | J. Christopher Douglas | $437,500 | $875,000 | $1,750,000 | | John M. Bryant | $393,750 | $787,500 | $1,575,000 | | Robert E. Hull | $437,500 | $875,000 | $1,750,000 | | Julie F. Wilson | $393,750 | $787,500 | $1,575,000 |

  48. Equity Incentive Awards

    (1) Mr. Douglas’ employment ended on September 30, 2024 and Mr. Meredith's employment ended on November 10, 2024. Their 2024 OP Unit awards vested upon termination at target level performance. Awards earned at the end of the performance period will be calculated using linear interpolation for results between maximum, target, and threshold. Retention Restricted Stock Awards The Committee awarded restricted stock to the NEOs in 2024, which included annual retention-based restricted stock for the purposes of aligning the NEO's interests with those of the stockholders of the Com- pany. These awards granted in January 2024 were equal to 1.8 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 2024 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 market values at grant date of these awards were as follows:

  49. Equity Incentive Awards

    | Name | Restricted Stock Awards | | Weighting | 30% | | Todd J. Meredith | $1,530,000 | | J. Christopher Douglas | $375,000 | | John M. Bryant, Jr. | $337,500 | | Robert E. Hull | $375,000 | | Julie F. Wilson | $337,500 |

  50. 2024 Cash and Equity Incentives for Mr. Helfrich

    2024 Cash and Equity Incentives for Mr. Helfrich Mr. Helfrich was appointed as Interim Chief Financial Officer on October 1, 2024 and was named the permanent Chief Financial Officer on December 8, 2024. Prior to that, Mr. Helfrich served as the Company's First Vice President, Portfolio Strategy. During 2024, Mr. Helfrich did not participate in the Company's Executive Incentive Plan. Mr. Helfrich received a base salary of $327,000 in 2024 and participated in cash and equity programs applicable to the Company's non-executive officers. Mr. Helfrich's cash incentive awards in 2024 of $217,054 were for performance related to the Company's joint venture and asset disposition initiatives. Mr. Helfrich also received equity awards including retention restricted stock and performance equity awards in the form of RSUs, totaling $301,801. The performance equity award is subject to three-year performance metrics including relative TSR, FAD per share, multi-tenant occupancy absorption, and the dividend payout ratio. For 2025, Mr. Helfrich participates in the Executive Incentive Plan on the same basis as the Company's other EVPs.

  51. Severance Payments to Former CEO and CFO

    Severance Payments to Former CEO and CFO As set forth above, Mr. Meredith departed the Company on November 11, 2024 and Mr. Douglas departed the Company on September 30, 2024. Each departure was a "Termination Other Than For Cause" under their respective employment agreements. Upon separation, each of Mr. Meredith and Mr. Douglas were entitled to cash payments of: 24 months of base salary payable in semi-monthly installments; two times their average annual bonus compensation; and a pro-rated portion of the bonus compensation that they would have earned for calendar year 2024 performance. Mr. Meredith and Mr. Douglas were also entitled to accelerated vesting of unvested equity awards, with awards subject to performance conditions vesting at target level performance. Mr. Meredith's severance compensation included approximately $5.6 million in cash and the acceleration of equity awards totaling 1,064,350 shares, comprised of unvested restricted stock, restricted stock units, and OP Units. Mr. Douglas' severance com-pensation included approximately $3.1 million in cash and the acceleration of equity awards totaling 342,026 shares, comprised of unvested restricted stock, restricted stock units, and OP Units. The Company changed its form of equity performance award agreements for OP Units and RSUs in 2025 so that, in connection with a termination without cause, the award would remain outstanding until the end of the performance period and vesting would occur based on actual performance, prorated for the time that the officer was employed with the Company during the performance period.

  52. 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:

  53. 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 pur-chased 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 43 below and in footnote (4) on page 44 below.

  54. 2025 Incentive Structure

    2025 Incentive Structure The Company's executive officers in 2025 are:

  55. 2025 Incentive Structure

    | Name | Title | 2025 Base Salary | | Ryan E. Crowley | Executive Vice President and Chief Investment Officer | $450,000 | | Austen B. Helfrich | Executive Vice President and Chief Financial Officer | $450,000 | | Robert E. Hull | Executive Vice President and Chief Operating Officer | $500,000 | | Andrew E. Loope | Executive Vice President, General Counsel, and Secretary | $450,000 | | Constance B. Moore | Interim President and Chief Executive Officer | * | | Julie F. Wilson | Executive Vice President and Chief Administrative Officer | $450,000 |

  56. 2025 Incentive Structure

    * Ms. Moore is entitled to a base salary of $150,000 per month on an interim basis pending the appoint-ment of a new Chief Executive Officer. While serving as the Company's Interim President and Chief Executive Officer, Ms. Moore is paid cash compensation of $150,000 per month. In December 2024, she received a one-time cash bonus of $312,500 and a grant of restricted stock having a market value of $1,250,000. Upon the request of a new permanent Chief Executive Officer, Ms. Moore would be paid $90,000 per month for a transition period of up to 60 days following the appointment of the permanent Chief Executive Officer. While serving as Interim President and Chief Executive Officer, Ms. Moore will not receive any additional fees or other compensation for service on the Company’s Board of Directors. The structure of cash and equity incentive awards for 2025 is generally consistent with 2024, with some changes to the allocation and target metrics established by the Committee. Ms. Moore's compensation for service as the Company's Interim President and Chief Executive Officer differs from the remainder of the Company's executive officers. The metrics and relative weightings for the other executive officers are set forth in the table below:

  57. 2025 Incentive Structure

    | Cash Incentive Metrics | | EVP | | | Weighting | Total Multiple of Base Salary at Target | | Normalized FFO per share | 35% | 1.8x | | Same Store NOI growth | 30% | | | ESG performance | 5% | | | Individual Performance | 30% | |

  58. 2025 Incentive Structure

    | Equity Incentive Metrics | | EVP | | | Weighting | Total Multiple of Base Salary at Target | | Time-Based Retention | 40% | 2.5x | | Relative Three-Year TSR Compared to HC REIT Peer Group | 30% | | | Relative Three-Year TSR Compared to MSCI REIT Index | 30% | |

  59. Additional Retention Restricted Stock Grants

    Additional Retention Restricted Stock Grants On February 28, 2025, the Board of Directors, upon the recommendation of the Committee, approved one-time retention grants of restricted stock to Mr. Crowley, Mr. Helfrich, and Mr. Hull. These grants were designed to assist in retaining key management team members and to appropriately incentivize continued momentum and execution of the Company's strategic objectives. The restricted stock awards had a market value on the grant date of $750,000 for each of Mr. Crowley and Mr. Helfrich and $1,500,000 for Mr. Hull. The awards are subject to three-year cliff vesting periods. Consistent with the Company's form of restricted stock award, vesting of the awards could be accelerated upon limited exceptions, such as termination without cause, a termination upon a change in control of the Company, or the death or disability of the officer.

  60. 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 without cause 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 43. In the case of the employ-ment agreements, the terms of these arrangements were agreed to after arm's-length negotiations with each NEO. The Committee believes that these arrangements reflect market terms and conditions and are appropriate under the Company’s current circumstances.

  61. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table reflects the total compensation of the Company’s Named Executive Officers for 2024:

  62. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards (2)(3)(4) | Non-equity Incentive Plan Compensation | All Other Compensation(5) | Total | | Constance B. Moore* Interim President and Chief Executive Officer, effective November 11, 2024 | 2024 | $363,841 | $312,500 | $1,384,992 | $— | $— | $2,061,333 | | Todd J. Meredith Former President and Chief Executive Officer, through November 10, 2024 | 2024 | $730,871 | $— | $5,436,778 | $872,140 | $411,926 | $7,451,715 | | | 2023 | $850,000 | $— | $4,380,592 | $1,049,034 | $— | $6,279,626 | | | 2022 | $850,000 | $— | $6,324,463 | $1,423,035 | $— | $8,597,498 | | Austen B. Helfrich Executive Vice President and Chief Financial Officer, effective October 1, 2024 | 2024 | $327,000 | $— | $301,801 | $217,054 | $— | $845,855 | | J. Christopher Douglas Former Executive Vice President and Chief Financial Officer, through September 30, 2024 | 2024 | $376,894 | $— | $1,332,542 | $241,261 | $574,302 | $2,524,999 | | | 2023 | $450,000 | $— | $1,531,530 | $583,200 | $— | $2,564,730 | | | 2022 | $450,000 | $— | $2,663,117 | $753,371 | $— | $3,866,488 | | John M. Bryant, Jr. Former Executive Vice President and General Counsel, through December 31, 2024 | 2024 | $450,000 | $— | $1,199,287 | $847,145 | $— | $2,496,432 | | | 2023 | $450,000 | $— | $1,288,412 | $472,314 | $— | $2,210,726 | | | 2022 | $450,000 | $— | $2,343,173 | $678,034 | $— | $3,471,207 | | Robert E. Hull Executive Vice President, Investments | 2024 | $500,000 | $— | $1,332,542 | $1,007,050 | $— | $2,839,592 | | | 2023 | $500,000 | $— | $1,431,541 | $583,200 | $— | $2,514,741 | | | 2022 | $500,000 | $— | $2,522,768 | $753,371 | $12,616 | $3,788,755 | | Julie F. Wilson Executive Vice President, Operations | 2024 | $450,000 | $— | $1,199,287 | $875,730 | $— | $2,525,017 | | | 2023 | $450,000 | $— | $1,288,412 | $524,880 | $— | $2,263,292 | | | 2022 | $450,000 | $— | $2,151,939 | $678,034 | $— | $3,279,973 |

  63. Summary Compensation Table

    * Ms. Moore's base salary includes $104,750 in cash and her Stock Awards include $135,000 in an equity award she received as a director prior to her appointment as Interim President and Chief Executive Officer on November 11, 2024. (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 2024 Annual Report on Form 10-K for assumptions relevant to the valuation of stock awards. The amount shown for Ms. Moore include a grant for service on the Board prior to her appointment as Interim President and Chief Executive Officer. (3) The 2023 and 2024 awards are subject to three-year performance periods followed by two-year vesting periods in the case of OP Units and RSUs and five-year vesting periods in the case of retention restricted stock. The 2022 RSU Awards were under threshold performance at December 31, 2024 and did not vest. See page 29 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:

  64. Summary Compensation Table

    | Name | Year | Elective Deferral(a) | Executive Incentive Plan(b) | Total Stock Awards | | Constance B. Moore | 2024 | $— | $1,384,992 | $1,384,992 | | Todd J. Meredith | 2024 | $— | $5,436,778 | $5,436,778 | | | 2023 | $— | $4,380,592 | $4,380,592 | | | 2022 | $— | $6,324,463 | $6,324,463 | | Austen B. Helfrich | 2024 | $— | $301,801 | $301,801 | | J. Christopher Douglas | 2024 | $— | $1,332,542 | $1,332,542 | | | 2023 | $99,989 | $1,431,541 | $1,531,530 | | | 2022 | $99,948 | $2,563,169 | $2,663,117 | | John M. Bryant, Jr. | 2024 | $— | $1,199,287 | $1,199,287 | | | 2023 | $— | $1,288,412 | $1,288,412 | | | 2022 | $— | $2,343,173 | $2,343,173 | | Robert E. Hull | 2024 | $— | $1,332,542 | $1,332,542 | | | 2023 | $— | $1,431,541 | $1,431,541 | | | 2022 | $— | $2,522,768 | $2,522,768 | | Julie F. Wilson | 2024 | $— | $1,199,287 | $1,199,287 | | | 2023 | $— | $1,288,412 | $1,288,412 | | | 2022 | $— | $2,151,939 | $2,151,939 |

  65. Summary Compensation Table

    (a) Determined based on the restriction multiples described on page 46 of this Proxy Statement and includes the Company's match. (b) The 2024 Executive Incentive Plan awards are further detailed on page 45 below. The amount shown for Ms. Moore includes an equity grant for service on the Board that was made prior to Ms. Moore's appointment as Interim President and Chief Executive Officer. (5) Includes other compensation, benefits and perquisites which in the aggregate exceed $10,000. The chart below details amounts included in “All Other Compensation” for 2024.

  66. Summary Compensation Table

    | Name | Year | Severance | Additional Life/ Disability Insurance(a) | De Minimis Items(b) | Total All Other Compensation | | Constance B. Moore | 2024 | $— | $— | $— | $— | | Todd J. Meredith | 2024 | $406,667 | $4,104 | $1,155 | $411,926 | | Austen B. Helfrich | 2024 | $— | $— | $— | $— | | J. Christopher Douglas | 2024 | $565,000 | $8,252 | $1,050 | $574,302 | | John M. Bryant, Jr. | 2024 | $— | $— | $— | $— | | Robert E. Hull | 2024 | $— | $— | $— | $— | | Julie F. Wilson | 2024 | $— | $— | $— | $— |

  67. Summary Compensation Table

    (a) Represents the Company's incremental cost for supplemental life and disability insurance policies paid on behalf of the Named Executive Officer. (b) Represents amounts paid for group life and disability insurance.

  68. 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 2024:

  69. 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 (2024) | Grant | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units | Grant Date Fair Value Of Stock Awards | | Constance B. Moore | | Annual Incentive | — | — | — | — | — | — | | | | | 5/21 | Restricted Stock | | | | | | | 8,443 | $135,004 | | | 12/9 | Restricted Stock | | | | | | | 69,022 | $1,249,988 | | Todd J. Meredith | | Annual Incentive | $935,000 | $1,700,000 | $3,230,000 | | | | | | | | 2/13 | Restricted Stock | | | | | | | 100,526 | $1,530,006 | | | 2/13 | OP Units | | | | 79,583 | 159,166 | 318,332 | | $3,906,772 | | Austen B. Helfrich | | Annual Incentive | $98,100 | $196,200 | $217,054 | | | | | | | | 2/13 | Restricted Stock | | | | | | | 4,698 | $71,504 | | | 2/13 | Restricted Stock Units | | | | 5,481 | 10,962 | 21,924 | | $182,032 | | | 4/30 | Restricted Stock | | | | | | | 1,005 | $14,301 | | | 4/30 | Restricted Stock Units | | | | 1,173 | 2,345 | 4,690 | | $33,964 | | J. Christopher Douglas | | Annual Incentive | $483,750 | $900,000 | $1,732,500 | | | | | | | | 2/13 | Restricted Stock | | | | | | | 24,639 | $375,006 | | | 2/13 | OP Units | | | | 19,506 | 39,011 | 78,022 | | $957,536 | | John M. Bryant, Jr. | | Annual Incentive | $435,375 | $810,000 | $1,559,250 | | | | | | | | 2/13 | Restricted Stock | | | | | | | 22,175 | $337,503 | | | 2/13 | OP Units | | | | 17,555 | 35,110 | 70,220 | | $861,784 | | Robert E. Hull | | Annual Incentive | $483,750 | $900,000 | $1,732,500 | | | | | | | | 2/13 | Restricted Stock | | | | | | | 24,639 | $375,006 | | | 2/13 | OP Units | | | | 19,506 | 39,011 | 78,022 | | $957,536 | | Julie F. Wilson | | Annual Incentive | $435,375 | $810,000 | $1,559,250 | | | | | | | | 2/13 | Restricted Stock | | | | | | | 22,175 | $337,503 | | | 2/13 | OP Units | | | | 17,556 | 35,110 | 70,220 | | $861,784 |

  70. 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 2024. The actual amounts paid were based on the achievement of certain performance measures, as discussed beginning on page 36. The awards earned for 2024 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 RSUs or OP Units granted in 2024. The actual number of RSUs or OP Units that could be earned will be based on the achievement of certain performance measures over a three-year performance period, as discussed beginning on page 36. Pursuant to the elective salary deferral plan, Named Executive Officers may elect to defer up to 25% of their base salaries 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:

  71. Grants of Plan-Based Awards

    | Duration of Restriction Period | Restriction Multiple | | 3 years | 1.3x | | 5 years | 1.5x | | 8 years | 2.0x |

  72. 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, 2024. Mr. Meredith, Mr. Douglas, and Mr. Bryant had no unvested equity awards at December 31, 2024.

  73. 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) | | Constance B. Moore(4) | 78,438 | $1,329,524 | — | — | | Austen B. Helfrich | 21,578 | $365,747 | 22,028 | $373,375 | | Robert E. Hull | 141,128 | $2,392,120 | 206,459 | $3,499,480 | | Julie F. Wilson | 89,386 | $1,515,093 | 185,813 | $3,149,530 |

  74. Outstanding Equity Awards at Fiscal Year-End

    (1) Vesting dates generally range from 2025 to 2031. (2) Based on the closing price per share of the Common Stock on the NYSE on December 31, 2024 of $16.95. (3) Represents restricted stock units and OP Units granted in 2023 and 2024, respectively. (4) Ms. Moore's number of shares that have not vested includes 9,416 shares that she received as a director prior to her appointment as Interim President and Chief Executive Officer on November 11, 2024.

  75. Stock Vested in 2024

    Stock Vested in 2024 The following table reflects the shares of restricted stock held by the Named Executive Officers that vested in 2024 and the market value of such shares on the vesting date.

  76. Stock Vested in 2024

    | Name | Number of Shares That Vested in 2024 | Market Value of Shares That Vested in 2024 | | Constance B. Moore | — | — | | Todd J. Meredith | 689,825 | $12,789,356 | | Austen B. Helfrich | — | — | | J. Christopher Douglas | 238,796 | $4,097,739 | | John M. Bryant, Jr. | 160,791 | $2,739,314 | | Robert E. Hull | 33,535 | $582,709 | | Julie F. Wilson | 18,983 | $330,304 |

  77. 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 2024 for all individuals other than the CEO that were employed by the Company at December 31, 2024. 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, 2024, the Company had 549 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, 2024, the Company identified its median employee as one making $84,989 per year. For 2024, the Company's CEO, Ms. Moore, had total compensation of $2,044,083, including director compensation she received prior to her appointment as the Company's Interim President and CEO on November 11, 2024. Ms. Moore's total compensation as Interim President and CEO, on an annualized basis, would have been $3,362,500. This amount is comprised of a base salary of $150,000 per month, a one-time cash bonus of $312,500, and a restricted stock award having a grant date value of $1,250,000. Additional information concerning Ms. Moore's total compensation is provided in the Compensation Discussion and Analysis section beginning on page 26 and in the Executive Compensation section beginning on page 43. The ratio of CEO pay to median employee pay at December 31, 2024 was 39.6:1. The table below illustrates the details of the calculation.

  78. CEO Pay Ratio

    | | CEO to Median Employee Ratio | | | | Interim President and CEO | Median Employee | | Salary and wages | $1,800,000 | $84,989 | | Bonus | 312,500 | | | Performance based compensation | | | | Stock awards | 1,250,000 | | | Non-equity incentive plan compensation | | | | Elective salary deferral award | | | | All other compensation | | | | Total | $3,362,500 | $84,989 |

  79. 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 26. 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, 2024, 2023, 2022, 2021 and 2020.

  80. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compen- sation Table Total for PEO Meredith (1)(2) | Summary Compen- sation Table Total for PEO Moore | Compen-sation Actually Paid to PEO Meredith(3) | Compen-sation Actually Paid to PEO Moore(3) | Average Summary Compen-sation Table Total for Non- PEO NEOs(1)(2) | Average Compen- sation Actually Paid to Non-PEO NEOs(3) | Total Shareholder Return(4) | Peer Group Total Share- holder Return(4) | Net Income (GAAP)(5) | Normalized FFO per Share | | 2024 | $7,451,715 | $2,061,333 | $17,419,580 | $1,877,506 | $2,131,519 | $3,109,360 | $66.95 | $121.23 | ($663,904) | $1.56 | | 2023 | $6,279,626 | $— | $4,729,346 | $— | $2,388,372 | $1,830,641 | $62.95 | $95.15 | ($282,083) | $1.57 | | 2022 | $8,597,498 | $— | $162,377 | $— | $3,601,606 | $952,277 | $65.57 | $82.75 | $40,693 | $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 |

  81. Pay Versus Performance

    (1) For each year shown, except as noted below, the principal executive officers were Todd J. Meredith through November 10, 2024 ("PEO Meredith") and Constance B. Moore beginning November 11, 2024 ("PEO Moore"), and the other NEOs were J. Christopher Douglas, Austen B. Helfrich, John M. Bryant, Jr., Robert E. Hull, and Julie F. Wilson. Ms. Wilson became a Named Executive Officer in 2021 and Mr. Helfrich became an NEO in 2024. (2) The values reflected in this column represent the "Total" compensation set forth in the Summary Compensation Table ("SCT") on page 43. 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 PEOs and average CAP for our other NEOs. (4) The peer group is comprised of the following companies: Community Healthcare Trust; CareTrust REIT; Global Medical REIT; Healthpeak Properties; LTC Properties Inc.; Medical Properties Trust Inc.; National Health Investors, Inc.; Omega Healthcare Investors; Sabra Health Care REIT; Diversified Healthcare Trust; Universal Health Realty Trust; Ventas, Inc.; and Welltower, Inc. 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, the four years ending December 31, 2023, and the five years ended December 31, 2024 assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of dividends. (5) Amounts in thousands.

  82. Pay Versus Performance

    | PEO Meredith Reconciliation | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for Change in Actuarial Present Values reported under Change in Pension Value and Non-qualified 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 | ($5,436,778) | ($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 | $7,765,627 | $— | $— | $— | $— | | 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 | $6,062,305 | ($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 | $1,576,711 | $698,678 | $661,405 | $582,564 | $555,090 | | Total Adjustments | $9,967,865 | ($1,550,280) | ($8,435,121) | $3,214,200 | ($1,493,687) |

  83. Pay Versus Performance

    | PEO Moore Reconsiliation | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for Change in Actuarial Present Values reported under Change in Pension Value and Non-qualified 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 | ($1,384,992) | $— | $— | $— | $— | | 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 | $1,313,032 | $— | $— | $— | $— | | 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 | ($817) | $— | $— | $— | $— | | Increase/Deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | ($122,815) | $— | $— | $— | $— | | 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 | $11,765 | $— | $— | $— | $— | | Total Adjustments | ($183,827) | $— | $— | $— | $— |

  84. Pay Versus Performance

    | Average Non-PEO NEO Reconciliation | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for Change in Actuarial Present Values reported under Change in Pension Value and Non-qualified 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 | ($1,073,092) | ($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 | $1,058,163 | $1,068,249 | $1,476,823 | $548,423 | $347,450 | | Increase for Fair Value of Awards Granted during year that Vest during year | $1,102,241 | $— | $— | $— | $— | | 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 | ($49,190) | ($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 | $454,267 | ($108,092) | ($544,489) | $172,861 | ($21,561) | | Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | ($712,544) | $— | $— | $— | $— | | 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 | $197,996 | $168,409 | $161,443 | $143,710 | $155,481 | | Total Adjustments | $977,841 | ($557,731) | ($2,649,329) | $857,710 | ($403,975) |