DEF 14A of Healthcare Realty Trust Inc, Apr 7, 2026

DEF 14A of Healthcare Realty Trust Inc

Filed Apr 7, 2026 · FY20250001360604-26-000032

Open on EDGAR

  1. Core Skills of Director Nominees

    Core Skills of Director Nominees

  2. Core Skills of Director Nominees

    | | Bohjalian | Scott | Moore | Henry | Rufrano | Wood | | REIT/Real Estate | X | X | X | X | X | X | | Finance and Accounting | X | X | X | X | X | X | | Healthcare Industry | X | X | | X | X | X | | Corporate Finance | X | X | X | X | X | X | | Risk Management | X | X | X | X | X | X | | Executive Leadership | X | X | X | X | X | X | | Capital Markets | X | X | X | X | X | X | | Corporate Governance | | X | X | X | X | X | | Compensation | X | X | X | X | X | X | | Investment Expertise | X | X | X | X | X | X |

  3. Core Skills of Director Nominees

    Director Nominees

  4. Core Skills of Director Nominees

    | | Thomas N. Bohjalian | Age: 60 | 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 for over $40 billion of the firm's $90 billion in assets. From June 2025 to the present, Mr. Bohjalian has served on the Board of Directors of SmartRent, Inc. 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 real estate investment trust ("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: Compensation and Human Capital Highlighted Skills: Executive Leadership; Investment Management; Corporate Finance | | |

  5. Core Skills of Director Nominees

    | | Peter A. Scott | Age: 46 | Director since 2025 | | | President and Chief Executive Officer Healthcare Realty Trust Incorporated | | | | | Mr. Scott was appointed President and CEO of Healthcare Realty in April 2025. Previously, he served for nine years as Chief Financial Officer of Healthpeak Properties, an S&P 500 company, where he was instrumental in completing its $5 billion strategic merger with Physicians Realty Trust. Prior to his time with Healthpeak, Mr. Scott served for three years as Managing Director in the Real Estate Investment Banking Group at Barclays, where he advised Healthpeak on its $4 billion spin-off of Quality Care Properties. His career has also included positions of increasing responsibility with financial services firms Credit Suisse, Barclays, and Lehman Brothers. | | | | | Committee Role: None Highlighted Skills: Real Estate; Executive Leadership; Investment Management; Corporate Finance | | |

  6. Core Skills of Director Nominees

    | | David Henry | Age: 77 | 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 Starwood Real Estate Income Trust since 2018 and served on the board of Tanger Inc. from 2016 to 2025. 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: Chair of Compensation and Human Capital; Audit Committee Highlighted Skills: Real Estate; Executive Leadership; Corporate Governance; Financial Expert | | |

  7. Core Skills of Director Nominees

    | | Constance B. Moore | Age: 70 | Director since 2022 | | | Retired President and Chief Executive Officer, BRE Properties | | | | | Ms. Moore served as Interim President and Chief Executive Officer in November 2024 through April 2025. 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: Chair of Nominating and Corporate Governance; Compensation and Human Capital Highlighted Skills: Executive Leadership; Real Estate; Corporate Finance | | |

  8. Core Skills of Director Nominees

    | | Glenn J. Rufrano | Age: 76 | 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 and GSREFT, both of which are Goldman Sachs sponsored core property NTRs, 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 Audit Committee; Nominating and Corporate Governance Highlighted Skills: Executive Leadership; Real Estate; Corporate Finance; Financial Expert | | |

  9. Core Skills of Director Nominees

    | | Donald C. Wood | Age: 65 | 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: Nominating and Corporate Governance Highlighted Skills: Executive Leadership; Real Estate; Corporate Finance | | |

  10. Core Skills of Director Nominees

    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.

  11. Retirement of Current Director

    Retirement of Current Director Mr. Leupp currently serves on the Board of Directors and will retire at the expiration of his current term at the conclusion of the Annual Meeting. The Board of Directors would like to thank Mr. Leupp for his valuable insight, conscientious engagement, and diligent service as a director over the last six years.

  12. Retirement of Current Director

    | | Jay P. Leupp | Age: 61 | 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 Highlighted Skills: Real Estate; Corporate Finance; Financial Expert | | |

  13. Retirement of Current Director

    Corporate Governance

  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, healthcare, 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 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. Director Compensation Table

    Director Compensation Table The following table sets forth the 2025 compensation for directors:

  16. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation | Total | | Thomas N. Bohjalian | $236,000 | $135,000 | $— | $371,000 | | David B. Henry | $106,000 | $135,000 | $— | $241,000 | | Jay P. Leupp | $99,750 | $135,000 | $— | $234,750 | | Constance Moore (3) | $61,000 | $135,000 | $— | $196,000 | | Glenn Rufrano | $104,750 | $135,000 | $— | $239,750 | | Peter A. Scott | $— | $— | $— | $— | | Donald C. Wood | $93,500 | $135,000 | $— | $228,500 | | Retirements in 2025 | | | | | | Nancy H. Agee (4) | $101,250 | $135,000 | $— | $236,250 | | Ajay Gupta (4) | $165,000 | $135,000 | $— | $300,000 | | James J. Kilroy (4) | $165,000 | $135,000 | $— | $300,000 | | Peter F. Lyle, Sr. (4) | $11,250 | $247,754 | $— | $259,004 | | Christann M. Vasquez (4) | $165,000 | $135,000 | $— | $300,000 |

  17. Director Compensation Table

    (1) Includes fees associated with chairing a Committee, serving on a committee, and, in the case of Mr. Bohjalian, serving as independent chair of the Board. (2) See Note 12 to the Consolidated Financial Statements contained in the Company's 2025 Annual Report on Form 10-K for assumptions relevant to the valuation of stock awards. (3) The compensation reflected for Ms. Moore was paid for her service on the Board after her service as Interim President and Chief Executive Officer ended on April 14, 2025. See the Summary Compensation Table on page 41 for compensation Ms. Moore received for serving as an officer. (4) Ms. Agee, Mr. Gupta, Mr. Kilroy, Mr. Lyle, Sr., and Ms. Vasquez retired from the Board on June 18, 2025. Security Ownership of Certain Beneficial Owners and Management The following table sets forth, as of March 26, 2026, 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 26, 2026, there were 346,534,039 shares of the Company’s Common Stock outstanding.

  18. Director Compensation Table

    | Name of Beneficial Owner | Common Shares Beneficially Owned | Percent of Common Shares Beneficially Owned | | Peter A. Scott | 592,451(1) | * | | Daniel Gabbay | 191,158(1) | * | | Ryan E. Crowley | 198,504(1) | * | | Robert E. Hull | 297,338(1) | * | | Andrew E. Loope | 184,486(1) | * | | Thomas N. Bohjalian | 85,520(1) | * | | David B. Henry | 9,018(1) | * | | Jay P. Leupp | 42,848(1) | * | | Constance B. Moore | 84,538(1) | * | | Glenn Rufrano | 19,018(1) | * | | Donald C. Wood | 14,918(1) | * | | Austen B. Helfrich | 98,477(1)(2) | * | | Julie F. Wilson | 128,419(1)(3) | * | | All current executive officers, directors, and nominees to be director as a group (13 persons) | 1,946,693 | 0.56% | | Greater than 5% Stockholders | | | | Cohen & Steers, Inc. | 56,249,507(4) | 16.05% | | The Vanguard Group | 53,523,080(5) | 14.05% | | BlackRock, Inc. | 43,899,449(6) | 11.50% | | State Street Corporation | 17,451,345(7) | 5.61% |

  19. Director Compensation Table

    * Less than 1% (1) Includes shares of restricted stock. (2) Information is based on a Form 4 filed by the reporting person with the SEC on January 5, 2026. (3) Information is based on a Form 4 filed by the reporting person with the SEC on August 11, 2025. (4) Information is based on a Schedule 13G/A filed on November 14, 2025 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 42,824,616 shares and to dispose of 56,429,507 shares of the Common Stock. (5) 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. On March 27, 2026, The Vanguard Group filed a Schedule 13G/A reporting that due to an internal realignment it no longer has, or is deemed to have, beneficial ownership over Company securities beneficially owned by various Vanguard subsidiaries and/or business divisions. The Vanguard Group also reported that certain subsidiaries or business divisions that formerly had, or were deemed to have, beneficial ownership with The Vanguard Group, will report beneficial ownership separately, on a disaggregated basis. (6) 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. (7) Information is based on a Schedule 13G/A filed on a February 9, 2026 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 14,166,712 shares and shared power to dispose of 17,451,345 shares of the Common Stock.

  20. Pay and Performance Alignment

    Pay and Performance Alignment 2025 compensation was highly formulaic and created significant alignment with our stockholders. Our strong pay-for-performance approach in determining compensation for our NEOs is highlighted by the following: •More than 80% of NEO compensation is at-risk and for our CEO 65% was in the form of long- term equity; •Formulaic cash incentives were 90% based on pre-established financial metrics for our CEO and 75% for our other NEOs; •The majority of our equity awards are granted in performance awards and account for 60% of our CEO’s long-term equity; and •Only 13% of performance awards were earned under the 2023 grants for the performance period concluded December 31, 2025, demonstrating our strong pay-for-performance alignment. Our Compensation and Human Capital Committee engages an independent compensation consultant to assist in the review of our executive program and policies on an ongoing basis. We are committed to using a com-petitive compensation program and making appropriate changes to align with market and governance practices, including the following recent enhancements: •Simplified the 2025 cash incentive program by reducing the number of Company performance metrics from five to three; •2025 equity performance awards tied only to total stockholder return ("TSR") performance and require the achievement of rigorous relative and absolute TSR performance for a three-year performance period; and •Removed the largest peers from our compensation benchmarking peer group and added size-based peer comparison so that the Company approx-imates the median in terms of total enterprise value and implied equity market capitalization.

  21. Executive Incentive Plan

    Executive Incentive Plan Under the Company's Executive Incentive Plan in 2025, the NEOs earned incentive awards in the form of cash and were awarded performance-based equity and retention restricted stock. For 2025, 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 metrics including normalized funds from operations ("FFO") per share, same store net operating income ("NOI") growth, and total shareholder return ("TSR") aligns the incentive structure with long-term stockholder value. For more information, see "Components of Compensation" beginning on page 31 below. For 2025, 88% 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, restricted stock units ("RSUs") and equity interests in the Company's operating partnership ("OP Units") having vesting periods of three 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 2025, 60% of the equity compensation oppor-tunity for NEOs was granted in the form of performance-based equity and 40% was granted in the form of time-based restricted stock. Performance-based equity awards are earned after achievement of three-year performance metrics. The 2025 retention restricted stock grants to the NEOs vest ratably over a three-year service period ending February 10, 2028. 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 35 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 2023, 2024, and 2025. These awards were subject to three-year performance periods, as described beginning on page 35 below, and were in the form of either RSUs or OP Units, at the election of the recipient. The table below illustrates the status of these awards as of December 31, 2025. The status indicated for such awards at December 31, 2025 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 | 2023 | 2024 | 2025 | 2026 | 2027 | | | Weighting | 18% | 12% | 20% | 20% | | | | | | | | 2023 Performance Equity | Below Threshold | Below Target | Below Threshold | Below Threshold | | | | | | Payout | | | | | | | 100% complete | | | | | 13% | | | Relative TSR | FAD/sh | 3-yr Multi-tenant Occupancy | Payout Ratio | | | | | | | | Weighting | 25% | 20% | 15% | 10% | | | | | | Tracking | | 2024 Performance Equity | Below Target | Below Target | Target | Below Target | | | | | | | | | | | | | | 67% complete | | | | Below Target | | | Relative TSR to Peer Group | Relative TSR to RMZ | | | | | | | | | | Weighting | 30% | 30% | | | | | | | | Tracking | | 2025 Performance Equity | Target | Above Target | | | | | | | | | | | | | | | | | 33% complete | | | Above Target |

  26. Status of Outstanding Equity Awards(1)

    (1) The status of the outstanding awards is based on valuations as of the end of 2025 and does not reflect the Company's financial statement amortization expense for the awards. The peer group for relative TSR for the 2023 and 2024 awards were comprised of the following companies:

  27. Status of Outstanding Equity Awards(1)

    | 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. | | |

  28. Status of Outstanding Equity Awards(1)

    The peer groups for relative TSR for the 2025 awards are discussed on page 35 below.

  29. 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.

  30. 2025 Peer Group

    2025 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 scale. 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 2025, the Committee made no changes to the peer group. The following companies comprise the peer group for 2025, which the Committee believes reflects a balanced and appropriate group of companies to assess the competitiveness of our compensation program.

  31. 2025 Peer Group

    | Company Name | Ticker | Total Enterprise Value($B)(1) | Implied Equity Market Capitalization ($B)(1) | | Healthpeak Properties | DOC | $21.05 | $11.17 | | Omega Healthcare Investors, Inc. | OHI | $17.85 | $13.10 | | Federal Realty Investment Trust | FRT | $13.79 | $8.70 | | NNN REIT, Inc. | NNN | $12.24 | $7.53 | | CubeSmart | CUBE | $11.67 | $8.22 | | Healthcare Realty Trust Incorporated | HR | $10.77 | $5.96 | | American Healthcare REIT, Inc. | AHR | $10.07 | $8.38 | | Kite Realty Group Trust | KRG | $8.25 | $5.19 | | Cousins Properties Incorporated | CUZ | $7.71 | $4.33 | | Sabra Health Care REIT, Inc. | SBRA | $7.12 | $4.72 | | Highwoods Properties, Inc. | HIW | $6.30 | $2.84 |

  32. 2025 Peer Group

    (1) Source: S&P Global Market Intelligence; market data as of December 31, 2025. 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.

  33. 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 2025, Ferguson Partners provided a review of recent trends and developments in compensation practices within the Company’s industry. Ferguson Partners received an aggregate of $112,500 for its compensation consulting services provided to the Committee in 2025.

  34. Components of Compensation

    Components of Compensation In 2025, 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 NOI growth; ◦achievement of ESG goals and initiatives; and ◦individual performance. •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; and ◦relative TSR compared to the MSCI US REIT Index. •Time-based restricted stock awards subject to three to four-year ratable or cliff vesting periods; and •retention restricted stock awards subject to a three-year ratable vesting period.

  35. 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 2025, and for all current executive officers for 2026, before any elective deferral of cash in the form of restricted stock, are as follows:

  36. 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, FFO per share, and ESG metrics. The specific targets were established by the Committee. In addition, the NEOs 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, and to grow FFO per share. In 2025, the maximum, target, and threshold levels for cash incentive awards set by the Committee and the actual awards achieved were as follows:

  37. Cash Incentive Awards

    | NEO(1) | Threshold | Target | Maximum | Actual | | Peter A. Scott(2) | $1,350,000 | $1,350,000 | $2,700,000 | $1,984,500 | | Ryan E. Crowley | $405,000 | $810,000 | $1,620,000 | $1,239,300 | | Robert E. Hull | $450,000 | $900,000 | $1,800,000 | $1,309,500 | | Andrew E. Loope | $405,000 | $810,000 | $1,620,000 | $1,117,800 |

  38. Cash Incentive Awards

    (1) Ms. Moore did not receive cash incentive awards for serving as Interim CEO. Mr. Helfrich and Ms. Wilson were terminated without cause prior to the determination of performance metrics for the full year of 2025 and their severance compensation is described below. (2) Mr. Scott's employment agreement with the Company provides that his 2025 cash incentive payment would be paid at an amount not less than Target performance. The Committee believes that provision was an appropriate hiring inducement for Mr. Scott. The following reflects the performance targets and actual achievements under the cash incentive award program:

  39. Cash Incentive Awards

    | Performance Metric | Weighting | Threshold | Target | Maximum | Actual | Payout % of Target | | FFO per share | 35% | $1.56 | $1.59 | $1.64 | $1.61 | 130% | | Same Store NOI growth(1) | 30% | 2.8% | 3.55% | 4.3% | 4.8% | 150% | | ESG Incentives | 5% | Qualitative | | | Max | 200% | | Individual | 30% | Qualitative | | | Varies | See below | | (1) Incentives for same store NOI were paid quarterly in 2025. While annual same store NOI was above maximum performance, the first quarter of 2025 was below threshold, resulting in a total payout for the year of 150% for this metric. | | | | | | |

  40. Cash Incentive Awards

    ESG Incentive Program For 2025, the Company performance award program included incentives to NEOs for Company ESG performance equal to 5.0% of overall target cash awards for the CEO and the other NEOs. The target incentive opportunity under this program is equal to 0.09 times base salary for the CEO and the other NEOs, payable in cash. The ESG goals and initiatives for 2025 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 2025 included: •Awarded GRESB's 3 Green Star rating, earning a score of 76 on its 2025 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; •Maintained an ESG Corporate Rating from ISS of "Prime" and a transparency level of "Very High;" and •Achieved 69 green building certifications totaling 5.7 million square feet. Based on these goals and initiatives in 2025, the Committee awarded cash incentives of 200% of target for the CEO and the other NEOs. Individual Performance Awards In 2025, the Committee established individual performance goals representing 30% of the total cash incentive opportunity for the CEO and other NEOs. 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; reducing leverage; human resources initiatives; joint venture negotiations; talent development and retention; and technology and process improvements. Following the Committee's review of the individual performance of the NEOs, the following determinations were made:

  41. Cash Incentive Awards

    | NEO | % of Individual Performance Target | Rationale | | Peter A. Scott President and Chief Executive Officer | 155% | Exceeded expectations on re-positioning the Company's strategic direction | | | | –Published a new strategic plan within 3 months of appointment as the new CEO | | | | –The Company exceeded the high end of Normalized FFO and Same Store NOI guidance | | | | –$10 million of reduced general and administrative expense | | | | –Reducing leverage, improving liquidity and increasing free cash flow through dividend reduction | | Ryan E. Crowley Executive Vice President and Chief Investment Officer | 175% | Primary focus on dispositions which exceeded expectations | | | | –Performed comprehensive market-by-market asset review to formulate Portfolio Optimization Plan | | | | –Executed on $1.1B+ of dispositions at a blended 6.7% cap rate | | | | –Fulsome review of and execution on portfolio risk reduction | | Robert E. Hull Executive Vice President and Chief Operating Officer | 150% | Strong contributions across all four NEO goals | | | | –Oversaw leasing platform which totaled 5.8 million square feet of new and renewal lease executions and Same Store occupancy gains of 103 bps. | | | | –Implemented robust economic leasing analysis including IRRs, NPVs, and payback periods | | | | –Led efforts to revamp our Asset Management platform including the hiring of five new asset managers and the departure of seven legacy leasing personnel | | Andrew E. Loope Executive Vice President, General Counsel, and Secretary | 125% | Strong support role across the organization | | | | –Advised board and leadership on departing senior management and negotiated exit arrangements | | | | –Key role in reducing the size of the Board | | | | –Assisted with capital markets initiatives including credit facility renewal and new ATM program | | | | –Spearheaded various corporate governance improvements |

  42. Cash Incentive Awards

    These determinations resulted in individual performance awards of: $627,750 for Mr. Scott, $405,000 for Mr. Hull; $425,250 for Mr. Crowley, and $303,750 for Mr. Loope.

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

    Policies and Practices Related to the Grant of Certain Equity Awards The 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 2025, the Company did not grant any stock options.

  44. Equity Incentive Awards

    Equity Incentive Awards For 2025, equity incentive awards were the largest component of compensation and were comprised of at-risk and performance-based equity awards 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) measured against a selection of healthcare REIT peers and measured against the companies in the MSCI US REIT index. Performance is measured over a forward-looking three-year period beginning January 1, 2025 and ending December 31, 2027. At the end of the performance period, the Committee will review the actual performance and determine the equity units earned based on performance. Any unearned award will be forfeited at the end of the performance period. Performance equity awards comprised 60% of the NEO's 2025 long-term equity incentive compensation. Earned awards are entitled to distributions equal to the dividends paid on common stock. The Committee believes that the performance equity 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 2025, the Company's three-year TSR performance will be measured against the companies in the MSCI US REIT index (ticker symbol: RMZ). In addition, the Committee selected the following healthcare REITs as the peer group for purposes of one measure of relative TSR performance:

  45. Equity Incentive Awards

    | American Healthcare REIT, Inc. | Alexandria Real Estate Equities, Inc. | Community Healthcare Trust Inc. | | Healthpeak Properties, Inc. | Global Medical REIT Inc. | Sila Realty Trust, Inc. | | Ventas, Inc. | Welltower, Inc. | |

  46. Equity Incentive Awards

    For 2025 performance equity awards, the Committee established the following performance ranges for relative TSR performance measured against the peer group mentioned above and against the MSCI REIT Index:

  47. Equity Incentive Awards

    | Performance Metric | Weighting(1) | Threshold | Target | Maximum | | Relative TSR - Peer Group | 30% | 1,500 bps below average | Average | 1,500 bps above average | | Relative TSR - MSCI REIT Index | 30% | 25th Percentile | 55th Percentile | 80th Percentile |

  48. 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 2025 Restricted Stock Units and OP Unit awards:

  49. Equity Incentive Awards

    | NEO(1) | Threshold | Target | Maximum | | Peter A. Scott | $1,365,000 | $2,730,000 | $6,825,000 | | Ryan E. Crowley | $337,500 | $675,000 | $1,687,500 | | Robert E. Hull | $375,000 | $750,000 | $1,875,000 | | Andrew E. Loope | $337,500 | $675,000 | $1,687,500 |

  50. Equity Incentive Awards

    (1) Mr.Helfrich’s employment ended on January 11, 2026. Approximately 33% of his OP Unit awards vested upon termination at target level performance. Ms.Wilson’s employment ended on December 31, 2025. Approximately 33% of her 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 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 (as was the case for Mr. Helfrich), a termination upon a change in control of the Company, or the death or disability of the officer.

  51. 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:

  52. 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 41 below and in footnote (4) on page 42 below.

  53. 2026 Incentive Structure

    | Name | Title | Base Salary | Target Cash Incentive | Target Equity Incentive | Total | | Peter A. Scott | President and Chief Executive Officer | $750,000 | $1,350,000 | $3,900,000 | $6,000,000 | | Daniel Gabbay | Executive Vice President and Chief Financial Officer | $500,000 | $625,000 | $1,375,000 | $2,500,000 | | Ryan E. Crowley | Executive Vice President and Chief Investment Officer | $500,000 | $600,000 | $1,285,000 | $2,385,000 | | Robert E. Hull | Executive Vice President and Chief Operating Officer | $500,000 | $700,000 | $1,450,000 | $2,650,000 | | Andrew E. Loope | Executive Vice President, General Counsel, and Secretary | $500,000 | $600,000 | $1,285,000 | $2,385,000 |

  54. 2026 Incentive Structure

    | Cash Incentive Metrics | Weighting | | | | CEO | EVP | | Normalized FFO per share | 50% | 50% | | Same Store NOI growth | 20% | 20% | | Individual Performance | 30% | 30% |

  55. 2026 Incentive Structure

    | Equity Incentive Metrics | Weighting | | | | CEO | EVP | | Time-Based Retention | 30% | 40% | | Relative Three-Year TSR Compared to REIT Peer Group | 35% | 30% | | Relative Three-Year TSR Compared to MSCI REIT Index | 35% | 30% |

  56. Additional Restricted Stock Grants

    Additional Restricted Stock Grants On January 12, 2026, the Board of Directors, upon the recommendation of the Committee, approved a one-time make-whole grant in the form of restricted stock awards to Mr. Gabbay in connection with his appointment as CFO. The restricted stock awards had a market value on the grant date of $2,750,000. The awards are subject to annual ratable vesting over a four-year period. On February 9, 2026, the Board of Directors, upon the recommendation of the Committee, approved a one-time grant of restricted stock to Mr. Scott in light of his performance since being appointed as the Company's new CEO in April of 2025. The Board reviewed the five key goals for Mr. Scott when we was appointed, which are set forth below.

  57. Additional Restricted Stock Grants

    | | Goal | Result | | 1 | Create a new, three-year strategic plan for the Company | Published the Company's Strategic Plan in July 2025 with positive feedback from the investment community | | 2 | Improve total portfolio occupancy to over 90% | Total portfolio occupancy at the end of 2025 was 90.4% | | 3 | Reduce leverage (net debt to adjusted EBITDA) at the end of 2025 to less than 5.9x | Leverage at the end of 2025 was 5.4x | | 4 | Find $0.05 of run-rate FFO to offset asset sale dilution | Exceeded high end of 2025 normalized FFO guidance. Generated a reduction in general and administrative costs of approximately $10 million per year. Tracking to $0.05 of run-rate normalized FFO improvement. | | 5 | Improve employee morale | The Company believes that restructured leadership, improved employee communications, and clearer understanding of incentive structures have improved employee engagement. |

  58. Additional Restricted Stock Grants

    This grant was designed to assist in appropriately incentivizing continued momentum and execution of the Company's strategic objectives. The restricted stock award had a market value on the grant date of $1,500,000. The award is subject to a three-year cliff vesting period. 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 Mr. Scott.

  59. Severance Payments to Former Chief Financial Officer and Chief Administrative Officer

    Severance Payments to Former Chief Financial Officer and Chief Administrative Officer As set forth above, Mr. Helfrich departed the Company on January 11, 2026. His departure was pursuant to a "Termination Other Than For Cause" provision under his employment agreement. Upon separation, Mr. Helfrich was entitled to cash payments of: 18 months of base salary payable in semi-monthly installments; two times his average annual bonus compensation earned in the two years immediately preceding the date of termination; and the bonus compensation earned for calendar year 2025 performance. Mr. Helfrich was also entitled to accelerated vesting of unvested equity awards, with awards subject to performance conditions vesting at actual level performance prorated for the time that Mr. Helfrich was employed with the Company during the performance period. Mr. Helfrich's severance compensation included approximately $3.3 million in cash and the acceleration of equity awards totaling 122,597 shares, comprised of unvested restricted stock, restricted stock units, and OP units. Ms. Wilson departed the Company on December 31, 2025. Her departure was pursuant to a "Termination Other Than For Cause" provision under her employment agreement. Upon separation, Ms. Wilson was entitled to cash payments of: 18 months of base salary payable in semi-monthly installments; two times her average annual bonus compensation earned in the two years immediately preceding the date of termination; and the bonus compensation earned for calendar year 2025 performance. Ms. Wilson was also entitled to accelerated vesting of unvested equity awards, with awards subject to performance conditions vesting at actual level performance prorated for the time that Ms. Wilson was employed with the Company during the performance period. Ms. Wilson's severance compensation included approximately $3.3 million in cash and the acceleration of equity awards totaling 224,038 shares, comprised of unvested restricted stock and OP units.

  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 41. 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 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 2025. The Stock Awards column includes a one-time grant of restricted stock in April 2025 to Peter A. Scott to make him whole for equity awards that he forfeited from his prior employer. The award had a grant date value of $5,750,000 and is subject to a four-year vesting period.

  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 | | Peter A. Scott President and Chief Executive Officer, effective April 15, 2025 | 2025 | $534,091 | $— | $10,336,831 | $1,984,500 | $— | $12,855,422 | | Ryan E. Crowley Executive Vice President and Chief Investments Officer, effective October 1, 2024 | 2025 | $450,000 | $— | $2,012,736 | $1,239,300 | $— | $3,702,036 | | | 2024 | $287,500 | $— | $795,508 | $398,438 | $— | $1,481,446 | | Robert E. Hull Executive Vice President and Chief Operating Officer | 2025 | $500,000 | $— | $2,903,039 | $1,309,500 | $11,776 | $4,724,315 | | | 2024 | $500,000 | $— | $1,332,542 | $1,007,050 | $— | $2,839,592 | | | 2023 | $500,000 | $— | $1,431,541 | $583,200 | $— | $2,514,741 | | Andrew E. Loope Executive Vice President, General Counsel, and Secretary, effective January 1, 2025 | 2025 | $450,000 | $— | $1,262,751 | $1,117,800 | $— | $2,830,551 | | Constance B. Moore Former Interim President and Chief Executive Officer, effective November 11, 2024 through April 14, 2025 | 2025 | $705,000 | $— | $— | $— | $— | $705,000 | | | 2024 | $363,841 | $312,500 | $1,384,992 | $— | $— | $2,061,333 | | Austen B. Helfrich Former Executive Vice President and Chief Financial Officer, effective October 1, 2024 through January 11, 2026 | 2025 | $405,000 | $— | $2,092,331 | $1,296,000 | $— | $3,793,331 | | | 2024 | $327,000 | $— | $301,801 | $217,054 | $— | $845,855 | | Julie F. Wilson Former Executive Vice President and Chief Administrative Officer through December 31, 2025 | 2025 | $450,000 | $— | $1,274,856 | $1,060,000 | $709,806 | $3,494,662 | | | 2024 | $450,000 | $— | $1,199,287 | $875,730 | $— | $2,525,017 | | | 2023 | $450,000 | $— | $1,288,412 | $524,880 | $— | $2,263,292 |

  63. 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 12 to the Consolidated Financial Statements contained in the Company’s 2025 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 subsequent to her tenure as Interim President and Chief Executive Officer. (3) The 2024 awards are subject to a three-year performance period 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 2025 awards are subject to vesting after a three-year performance period in the case of OP Units and RSUs and three-year vesting periods in the case of retention restricted stock. (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 | | Peter A. Scott | 2025 | $— | $10,336,831 | $10,336,831 | | Ryan E. Crowley | 2025 | $— | $2,012,736 | $2,012,736 | | | 2024 | $174,997 | $620,511 | $795,508 | | Robert E. Hull | 2025 | $— | $2,903,039 | $2,903,039 | | | 2024 | $— | $1,332,542 | $1,332,542 | | | 2023 | $— | $1,431,541 | $1,431,541 | | Andrew E. Loope | 2025 | $— | $1,262,751 | $1,262,751 | | Constance B. Moore | 2025 | $— | $— | $— | | | 2024 | $— | $1,384,992 | $1,384,992 | | Austen B. Helfrich | 2025 | $67,489 | $2,024,842 | $2,092,331 | | | 2024 | $— | $301,801 | $301,801 | | Julie F. Wilson | 2025 | $— | $1,274,856 | $1,274,856 | | | 2024 | $— | $1,199,287 | $1,199,287 | | | 2023 | $— | $1,288,412 | $1,288,412 |

  65. 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 2025 Executive Incentive Plan awards are further detailed on page 35. The amount shown for Ms. Moore includes an equity grant for service as Interim President and Chief Executive Officer. Ms. Moore's grant for service as a director is detailed on page 17 above. (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 2025.

  66. Summary Compensation Table

    | Name | Year | Severance | Additional Life/ Disability Insurance(a) | De Minimis Items(b) | Total All Other Compensation | | Peter A. Scott | 2025 | $— | $— | $— | $— | | Ryan E. Crowley | 2025 | $— | $— | $— | $— | | Robert E. Hull | 2025 | $— | $10,516 | $1,260 | $11,776 | | Andrew E. Loope | 2025 | $— | $— | $— | $— | | Constance B. Moore | 2025 | $— | $— | $— | $— | | Austen B. Helfrich | 2025 | $— | $— | $— | $— | | Julie F. Wilson | 2025 | $700,000 | $8,546 | $1,260 | $709,806 |

  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 2025:

  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 (2025) | Grant | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units | Grant Date Fair Value Of Stock Awards | | Peter A. Scott | | Annual Incentive | $1,350,000 | $1,350,000 | $2,700,000 | | | | | | | | 4/15 | Restricted Stock | | | | | | | 440,764 | $6,919,995 | | | 4/15 | OP Units | | | | 86,942 | 173,886 | 434,712 | | $3,416,836 | | Ryan E. Crowley | | Annual Incentive | $405,000 | $810,000 | $1,620,000 | | | | | | | | 2/11 | Restricted Stock | | | | | | | 27,829 | $449,995 | | | 2/11 | Restricted Stock Units | | | | 20,872 | 41,744 | 83,488 | | $812,755 | | | 2/28 | Restricted Stock | | | | | | | 43,782 | $749,986 | | Robert E. Hull | | Annual Incentive | $450,000 | $900,000 | $1,800,000 | | | | | | | | 2/11 | Restricted Stock | | | | | | | 30,921 | $499,993 | | | 2/11 | Restricted Stock Units | | | | 23,191 | 46,382 | 92,764 | | $903,058 | | | 2/28 | Restricted Stock | | | | | | | 87,565 | $1,499,988 | | Andrew E. Loope | | Annual Incentive | $405,000 | $810,000 | $1,620,000 | | | | | | | | 2/11 | Restricted Stock | | | | | | | 27,829 | $449,995 | | | 2/11 | Restricted Stock Units | | | | 20,872 | 41,744 | 83,488 | | $812,756 | | Austen B. Helfrich | | Annual Incentive | $405,000 | $810,000 | $1,620,000 | | | | | | | | 1/1 | Restricted Stock | | | | | | | 3,984 | $67,489 | | | 2/11 | Restricted Stock | | | | | | | 27,829 | $449,995 | | | 2/11 | OP Units | | | | 20,872 | 41,744 | 83,488 | | $824,861 | | | 2/28 | Restricted Stock | | | | | | | 43,782 | $749,986 | | Julie F. Wilson | | Annual Incentive | $810,000 | $810,000 | $1,620,000 | | | | | | | | 2/11 | Restricted Stock | | | | | | | 27,829 | $449,995 | | | 2/11 | OP Units | | | | 20,872 | 41,744 | 83,488 | | $824,861 |

  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 2025. The actual amounts paid were based on the achievement of certain performance measures, as discussed beginning on page 24. The awards earned for 2025 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 2025. 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 27. (3) Mr. Scott's employment agreement with the Company provides that his 2025 cash incentive payment would be paid at an amount not less than Target performance. The Committee believes that provision was an appropriate hiring inducement for Mr. Scott. (4) Ms. Wilson was terminated without cause prior to the end of the year. Her cash incentive opportunity is reflected at a minimum payout of Target level performance in accordance with the terms of her separation.

  71. 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, 2025. Ms. Wilson had no unvested equity awards at December 31, 2025. Ms. Moore's unvested equity awards at December 31, 2025 related to shares she received as a director subsequent to her tenure as Interim President and Chief Executive Officer and are not reflected in the table.

  72. 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) | | Peter A. Scott | 440,764 | $7,470,950 | 434,712 | $7,368,368 | | Ryan E. Crowley | 141,597 | $2,400,069 | 71,355 | $1,209,467 | | Robert E. Hull | 234,931 | $3,982,080 | 167,321 | $2,836,091 | | Andrew E. Loope | 70,751 | $1,199,229 | 69,239 | $1,173,601 | | Austen B. Helfrich | 96,481 | $1,635,353 | 96,795 | $1,640,675 |

  73. Outstanding Equity Awards at Fiscal Year-End

    (1) Vesting dates generally range from 2026 to 2029. (2) Based on the closing price per share of the Common Stock on the NYSE on December 31, 2025 of $16.95. (3) Represents RSUs and OP Units granted in 2023, 2024, and 2025, respectively. The portion of the 2023 RSUs and OP units outstanding represent the amount earned under performance requirements through December 31, 2025 and were approved by the Compensation Committee in February 2026.

  74. Stock Vested in 2025

    Stock Vested in 2025 The following table reflects the shares of restricted stock held by the Named Executive Officers that vested in 2025 and the market value of such shares on the vesting date.

  75. Stock Vested in 2025

    | Name | Number of Shares That Vested in 2025 | Market Value of Shares That Vested in 2025 | | Peter A. Scott | — | $— | | Ryan E. Crowley | 7,272 | $122,747 | | Robert E. Hull | 24,683 | $424,962 | | Andrew E. Loope | 6,828 | $117,305 | | Constance B. Moore | 69,022 | $1,092,618 | | Austen B. Helfrich | 692 | $11,259 | | Julie F. Wilson | 117,215 | $1,953,974 |

  76. 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 2025 for all individuals other than the CEO who were employed by the Company at December 31, 2025. 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, 2025, the Company had 539 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, 2025, the Company identified its median employee as one making $90,609 in annual compensation. For 2025, the Company's CEO, Mr. Scott, had total compensation of $12,855,422. Mr. Scott's total compensation as President and CEO, on an annualized basis, would have been $13,071,331. This amount is comprised of an annual base salary of $750,000, non-equity incentive plan compensation of $1,984,500, and restricted stock and OP unit awards having a grant date value of $10,336,831, inclusive of a make-whole award. Additional information concerning Mr. Scott's total compensation is provided in the Compensation Discussion and Analysis section beginning on page 24 and in the Executive Compensation section beginning on page 41. The ratio of CEO pay to median employee pay at December 31, 2025 was approximately 144:1. The table below illustrates the details of the calculation.

  77. CEO Pay Ratio

    | | CEO to Median Employee Ratio | | | | President and CEO | Median Employee | | Salary and wages | $750,000 | $86,969 | | Bonus | | 3,640 | | Stock awards | 10,336,831 | | | Non-equity incentive plan compensation | 1,984,500 | | | Total | $13,071,331 | $90,609 |

  78. 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 24. 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, 2025, 2024, 2023, 2022 and 2021.

  79. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compen- sation Table Total for PEO Scott (1)(2) | Compen-sation Actually Paid to PEO Scott(3) | Summary Compen- sation Table Total for PEO Meredith/Moore(2) | Compen-sation Actually Paid to PEO Meredith/Moore(2)(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/(loss) (GAAP)(5) | Normalized FFO per Share | | 2025 | $12,855,422 | $15,708,611 | $705,000 | $631,179 | $3,708,979 | $3,752,737 | $77.63 | $181.38 | ($249,485) | $1.61 | | 2024 | $— | $— | $9,513,048 | $19,297,086 | $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 |

  80. Pay Versus Performance

    (1) The values reflected in this column represent the "Total" compensation set forth in the Summary Compensation Table ("SCT") on page 41. See footnotes to the SCT for further detail regarding the amounts in this column. (2) In accordance with applicable SEC rules, since Mr. Scott, Mr. Meredith and Ms. Moore each served as principal executive officers ("PEO") during covered fiscal years, they are each included in the table above and the footnotes that follow the tables as a PEO for the fiscal years in which they served in such capacity. Ms. Moore served as interim PEO beginning November 11, 2024 through April 14, 2025. For 2024, the summary compensation table total and compensation actually paid to Ms. Moore was $2,061,333 and $1,877,506, respectively. For each of 2021-2023, the other NEOs were J. Christopher Douglas, John M. Bryant, Jr., Robert E. Hull, and Julie F. Wilson. For 2024, the other NEOs were J. Christopher Douglas, Austen B. Helfrich, John M. Bryant, Jr., Robert E. Hull, and Julie F. Wilson. (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, 2021, the two years ended December 31, 2022, the three years ended December 31, 2023, the four years ending December 31, 2024, and the five years ended December 31, 2025 assuming a $100 investment at the closing price on December 31, 2020 and the reinvestment of dividends. (5) Amounts in thousands.

  81. Pay Versus Performance

    | PEO Scott Reconciliation | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for Amounts Reported under the "Stock Awards" Column in the SCT | ($10,336,831) | $— | $— | $— | $— | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of the Year End | $— | $— | $— | $— | $— | | Increase for Fair Value of Awards Granted during year that Vest during year | $12,841,816 | $— | $— | $— | $— | | 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 | $— | $— | $— | $— | $— | | Increase/Deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $— | $— | $— | $— | $— | | 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 | $348,204 | $— | $— | $— | $— | | Total Adjustments | $2,853,189 | $— | $— | $— | $— |

  82. Pay Versus Performance

    | PEO Meredith/Moore Reconciliation | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for Amounts Reported under the "Stock Awards" Column in the SCT | $— | ($6,821,770) | ($4,380,592) | ($6,324,463) | ($952,000) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of the Year End | $— | $1,313,032 | $3,440,897 | $3,700,178 | $1,042,137 | | 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 | $— | ($817) | ($1,114,566) | ($5,435,460) | $2,268,601 | | Increase/Deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | ($95,218) | $5,939,490 | ($194,697) | ($1,036,781) | $272,898 | | 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 | $21,397 | $1,588,476 | $698,678 | $661,405 | $582,564 | | Total Adjustments | ($73,821) | $9,784,038 | ($1,550,280) | ($8,435,121) | $3,214,200 |

  83. Pay Versus Performance

    | Average Non-PEO NEO Reconciliation | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduction for Amounts Reported under the "Stock Awards" Column in the SCT | ($1,909,143) | ($1,073,092) | ($1,384,974) | ($2,420,249) | ($500,972) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of the Year End | $1,836,399 | $1,058,163 | $1,068,249 | $1,476,823 | $548,423 | | Increase for Fair Value of Awards Granted during year that Vest during year | $135,529 | $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 | ($373,465) | ($49,190) | ($301,323) | ($1,322,857) | $493,688 | | Increase/Deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | $175,898 | $454,267 | ($108,092) | ($544,489) | $172,861 | | 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 | $178,539 | $197,996 | $168,409 | $161,443 | $143,710 | | Total Adjustments | $43,757 | $977,841 | ($557,731) | ($2,649,329) | $857,710 |