DEF 14A of Community Healthcare Trust Inc, Mar 14, 2024

DEF 14A of Community Healthcare Trust Inc

Filed Mar 14, 2024 · FY20230001631569-24-000032

Open on EDGAR

  1. Can a proxy be revoked?

    Can a proxy be revoked? Yes. You can revoke your proxy at any time before it is voted. You revoke your proxy (1) by giving written notice to our Corporate Secretary before the annual meeting, (2) by granting a subsequent proxy on the Internet or by phone, or (3) by delivering a signed proxy card dated later than your previous proxy. If you, rather than your broker, are the record holder of your stock, a proxy can also be revoked by appearing in person and voting at the annual meeting. Written notice of the revocation of a proxy should be delivered to the following address: William G. Monroe IV, Community Healthcare Trust Incorporated, 3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067.

  2. Can a proxy be revoked?

    | Community Healthcare Trust | 2024 PROXY STATEMENT | 3 |

  3. Can a proxy be revoked?

    | PROPOSAL 1 | Election of Directors The persons listed below have been nominated by our Board of Directors to serve as directors for a one-year term expiring at the annual meeting of stockholders occurring in 2025: Cathrine Cotman, David Dupuy, Alan Gardner, Claire Gulmi, Robert Hensley, and Lawrence Van Horn. Each nominee has consented to serve on our Board of Directors. If any nominee were to become unavailable to serve as a director, our Board of Directors may designate a substitute nominee. In that case, the persons named as proxies on the accompanying proxy card will vote for the substitute nominee designated by our Board of Directors. The following lists each director nominated for election to serve as a director for a one-year term expiring at the annual meeting of stockholders occurring in 2025, which includes a brief discussion of the experience, qualifications and skills that led us to conclude that such individual should be a member of our Board. | | | | | Our Board of Directors unanimously recommends a vote "FOR" the election of each of the six nominees for director to the Board of Directors. | |

  4. Can a proxy be revoked?

    | QUALIFICATIONS OF DIRECTOR NOMINEES | We believe that our director nominees consists of a diverse collection of individuals who possess the integrity, education, work ethic and ability to work with others necessary to oversee our business effectively and to represent the interests of all stockholders, including the qualities listed below. We have attempted below to highlight certain notable experience, qualifications and skills for each director nominee, rather than provide an exhaustive catalog of each and every qualification and skill that a director possesses. Each of the nominees set forth below is currently serving as a director of the Company. |

  5. Can a proxy be revoked?

    | 4 | Community Healthcare Trust | 2024 PROXY STATEMENT |

  6. Can a proxy be revoked?

    | Cathrine Cotman Age: 58 Director Since: 2022 | Ms. Cotman serves as Senior Vice President, Corporate Real Estate of LPL Financial, a high growth Fortune 500 Financial Services firm, from 2020 to present. Prior to joining LPL Financial, she was the Global Alliance Director, Global Portfolio Solutions at Cresa Global from 2019 to 2020, served as the Senior Managing Director, Strategy at Newmark Knight Frank from 2017 to 2019, and was the Senior Managing Director, Global Occupier Services at Cushman and Wakefield from 2012 to 2017. In addition, Ms. Cotman held various other positions of prominence at a variety of financial services and insurance companies, including Bank of America Corporation, Capital One Financial Corporation and Prudential Insurance Company, among others. Ms. Cotman has received multiple achievement awards and participated in a variety of community activities, including being the 2021 Speaker for Corenet Events featuring senior leaders and black leaders, was a 2016-2020 Omni Montessori School Board of Trustees Officer, was honored as a 2019 Globe St. Women of Influence, selected as a 2016 50 Most Influential Women of Charlotte, and was the winner of the 2014 Cassidy Turley Client Service Award. Ms. Cotman earned a B.A. degree in Philosophy from Swarthmore College, a Master’s in Business Administration degree from New York University’s Stern School of Business and a Master’s degree in the graduate school of design (AMDP executive education graduate) from Harvard University. | | | Ms. Cotman's over 30 years of experience in corporate real estate strategy, business and financial analytics, and operational process innovation makes her a valuable resource to our Board of Directors. |

  7. Can a proxy be revoked?

    | Community Healthcare Trust | 2024 PROXY STATEMENT | 5 |

  8. Can a proxy be revoked?

    | David Dupuy Age: 55 Director Since: 2023 | Mr. Dupuy has served as the Company's Chief Executive Officer since March 6, 2023, and previously was the Company's Chief Financial Officer since joining the Company in May 2019. From 2008 to 2019, Mr. Dupuy served as a Managing Director, Healthcare Investment Banking Group at SunTrust Robinson Humphrey (now “Truist Securities” or “Truist”). From 2004 to 2008, Mr. Dupuy served as a Senior Vice President of the Healthcare Group at Bank of America. From 2000 to 2004, Mr. Dupuy served as a Vice President and Regional Director for KDA Holdings with responsibility for consulting, financing, and development of outpatient medical facilities. Previously, Mr. Dupuy served as Chief Financial Officer and Founding Partner of LIFESIGNS Holdings, Inc., a provider of diagnostic healthcare services, from 1997 to 2000. Mr. Dupuy began his career in 1991 with Bank of America. Mr. Dupuy holds a Bachelor of Arts in Business Administration from Furman University and a Master of Business Administration from the Owen School at Vanderbilt University. | | | Mr. Dupuy's corporate finance and investment banking experience, along with his deep understanding of the Company and its strategy from his roles as our Chief Executive Officer and Chief Financial Officer, make him a valuable resource to our Board of Directors. |

  9. Can a proxy be revoked?

    | Alan Gardner Age: 70 Director Since: 2015 | Mr. Gardner retired from Wells Fargo in October 2015. Prior to his retirement, he was a Senior Relationship Manager in Healthcare Corporate Banking. He primarily covered national healthcare companies with market capitalization exceeding $5 billion, generally in the pharmaceutical, medical device and healthcare services sectors. Mr. Gardner has over 26 years of corporate and investment banking experience, with 20 years covering healthcare companies. Prior to joining Wells Fargo (Wachovia) in March 2004, Mr. Gardner was Head of Healthcare for FleetBoston Financial from 2003 to 2004 and was a Managing Director for Banc of America Securities from 1996 to 2003. During his career, Mr. Gardner has led a number of significant financing transactions for leading public healthcare companies. Mr. Gardner previously served as Board Member and President of Omni Montessori School in Charlotte, North Carolina, as Charlotte Chapter Chair for the Impact Angel Network ("IAN"). IAN is managed by RENEW, LLC, an investment advisory and management consulting firm based in Addis Ababa, Ethiopia and Washington D.C. Mr. Gardner earned a B.S. and M.S. from Virginia Polytechnic Institute and State University and an M.B.A. in finance and accounting from the University of Rochester. | | | Mr. Gardner is our Chairman of the Board, and Mr. Gardner's corporate banking, capital markets and healthcare industry experience makes him a valuable resource to our Board of Directors. |

  10. Can a proxy be revoked?

    | 6 | Community Healthcare Trust | 2024 PROXY STATEMENT |

  11. Can a proxy be revoked?

    | Claire Gulmi Age: 70 Director Since: 2018 | Ms. Gulmi served as Executive Vice President and Chief Financial Officer of Envision Healthcare, a private company, one of the largest owner/operators of ambulatory surgery centers in the United States, and a leading provider of hospital based physician services, until her retirement in October 2017. Ms. Gulmi continued to serve as an advisor to Envision until September 2018. Prior to Envision's merger with AmSurg Corp in 2016, Ms. Gulmi served as Executive Vice President and Chief Financial Officer of AmSurg starting in 1994. She was a member of the Board of Directors of AmSurg from 2004 until the merger in 2016. From 2015 to 2017, Ms. Gulmi served on the Board of Directors and as the Audit Committee Chair of Air Methods Corp, a $1.5 billion public company and the largest provider of air medical emergency transport services in the U.S. From 2001 to 2015 she served on the advisory board of the Bank of Nashville. Ms. Gulmi is the past Board Chair of the YWCA of Nashville and a past Board Member of Nashville Public Radio and serves on the boards of several privately held companies. She has served as Board Chair for the Bethlehem Centers of Nashville and has served on the boards of the Girl Scouts, the American Heart Association and All About Women. Ms. Gulmi has been named by the Nashville Business Journal as one of its Healthcare 100, was one of the 2007 winners of the Nashville Business Journal's Women of Influence and in 2011 received the Nashville Business Journal's CFO Lifetime Achievement Award. Ms. Gulmi has a BBA in Accounting and Finance from Belmont University. | | | Ms. Gulmi's over 30 years of experience in corporate finance, accounting and healthcare makes her a valuable resource to our Board of Directors. |

  12. Can a proxy be revoked?

    | Community Healthcare Trust | 2024 PROXY STATEMENT | 7 |

  13. Can a proxy be revoked?

    | Robert Hensley Age: 66 Director Since: 2015 | Mr. Hensley has more than 40 years of experience serving public and privately-held companies across a range of industries, including healthcare, insurance, real estate and private equity capital funds. Mr. Hensley is also the principal owner of two real estate and rental property development companies. Mr. Hensley was an Audit Partner with Ernst & Young from 2002 to 2003. Previously, he was with Arthur Andersen, where he served as an Audit Partner from 1990 to 2002 and was the Managing Partner of their Nashville office from 1997 to 2002. His significant experience includes mergers and acquisitions, identification of enterprise and healthcare industry risks, corporate governance and forensic investigations and disputes. Since 2006, Mr. Hensley has served as a Senior Advisor to the healthcare and transaction advisory services groups of Alvarez and Marsal, LLC ("A&M"). Mr. Hensley also serves on the board of directors of several privately held companies. Mr. Hensley previously served as a Director of Diversicare Healthcare Services, Inc. from 2005 to 2021, Capella Healthcare from 2008 to 2015, Greenway Medical Technologies from 2011 to 2013, HealthSpring, Inc. from 2006 to 2012 and Comsys IT Partners, Inc. and Spheris, Inc. from 2006 to 2010. Mr. Hensley earned a B.S. in accounting and a Master's of Accountancy from the University of Tennessee and is a Certified Public Accountant. | | | Mr. Hensley's financial accounting, healthcare and real estate industry and transactional experience makes him a valuable resource to our Board of Directors. |

  14. Can a proxy be revoked?

    | 8 | Community Healthcare Trust | 2024 PROXY STATEMENT |

  15. Can a proxy be revoked?

    | Lawrence Van Horn Age: 56 Director Since: 2015 | Professor Van Horn is the founder, CEO and a Board member of Preverity Inc. Preverity is an Insurtech health analytics firm that created the market leading risk prediction and patient safety platform for medical malpractice in the United States. Professor Van Horn retired from Vanderbilt University and holds the title of Professor of Economics and Strategy, Emeritus. Professor Van Horn was previously an Associate Professor of Economics and Management and the Executive Director of Health Affairs at the Vanderbilt University Owen Graduate School of Management ("Owen") from 2006 through 2023. Professor Van Horn is a leading expert and researcher on healthcare management and economics. His research interests focuses on the role of the consumer in health care markets and the measurement of healthcare outcomes and productivity. His research on healthcare organizations, managerial incentives in nonprofit hospitals and the conduct of managed care firms has appeared in leading publications, and media. Professor Van Horn consults for national consulting firms, providers, managed care organizations, and pharmaceutical firms as well as the federal government on topics of health policy. Professor Van Horn also held faculty appointments in the Vanderbilt University School of Medicine and Law School. Prior to his tenure at Owen, from 1996 to 2006, Professor Van Horn served as an Associate Professor of Economics and Management at the William E. Simon Graduate School of Business at the University of Rochester where he was responsible for their graduate programs in health administration. Professor Van Horn previously served on the Board of Directors of Quorum Health Corporation until July 2020 and served on the Board of Harrow Inc. as Chairman of the Compensation and Governance Committees and a member of the Audit Committee until November 2023. Professor Van Horn currently serves on the boards of several privately held companies. Professor Van Horn holds a Ph.D. from the University of Pennsylvania's Wharton School and a Master's in Business Administration, a Master's in Public Health and a B.A. from the University of Rochester. | | | Professor Van Horn's extensive knowledge and research into healthcare industry economics and governance as well as his unique experience with healthcare decision makers and business executives nationwide regarding healthcare policy make him a valuable resource to our Board of Directors. |

  16. Can a proxy be revoked?

    | Community Healthcare Trust | 2024 PROXY STATEMENT | 9 |

  17. Can a proxy be revoked?

    | Board Matrix | The following matrix provides information regarding the current members of our Board, including certain types of knowledge, skills, experiences and attributes which our Board believes are relevant to our business, industry or real estate investment trust ("REIT") structure. The matrix does not encompass all of the knowledge, skills, experience or attributes of such persons, and the absence of a particular knowledge, skill, experience or attribute with respect to such person does not mean the person does not possess it or is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary. Each of the persons listed above has been nominated by our Board of Directors to serve as directors for a one-year term expiring at the annual meeting of stockholders occurring in 2025. Each nominee has consented to serve on our Board of Directors. If any nominee were to become unavailable to serve as a director, our Board of Directors may designate a substitute nominee. In that case, the persons named as proxies on the accompanying proxy card will vote for the substitute nominee designated by our Board of Directors. |

  18. Can a proxy be revoked?

    | | | Cotman | Dupuy | Gardner | Gulmi | Hensley | Van Horn | | | KNOWLEDGE, SKILLS AND EXPERIENCE | | | | | | | | | Public Company Board Experience | X | X | X | X | X | X | | | Financial | X | X | X | X | X | X | | | Risk Management | X | X | X | X | X | X | | | Accounting | | X | X | X | X | | | | Corporate Governance/Ethics | X | X | X | X | X | X | | | Executive Experience | | X | X | X | X | X | | | Operations | X | X | X | X | | | | | Strategic Planning/Oversight | X | X | X | X | X | X | | | Technology | | X | | X | X | X | | | Real Estate/REIT Industry | X | X | | X | X | | | | Academics/Education | | | | | | X | | | DEMOGRAPHICS | | | | | | | | Required Vote Directors are elected by the affirmative vote of a majority vote of all of the votes cast for the election of directors. | | | | | | | | | | Race/Ethnicity | | | | | | | | | African American | X | | | | | | | | White/Caucasian | | X | X | X | X | X | | | Gender | | | | | | | | | Male | | X | X | | X | X | | | Female | X | | | X | | | | | LGBTQ+ | | | | | | | | | Yes | X | | | | | | | | No | | X | X | X | X | X | | | Board Tenure | | | | | | | | | Years | 2 | 1 | 9 | 5 | 9 | 9 |

  19. Can a proxy be revoked?

    | 10 | Community Healthcare Trust | 2024 PROXY STATEMENT |

  20. Can a proxy be revoked?

    Corporate Governance

  21. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee recommends the compensation for our non-employee directors; our full Board approves or modifies the recommendation. Any modifications are implemented after the annual meeting. Directors who are also employees, currently only Mr. Dupuy, receive no additional compensation for their service as a director, but are reimbursed for any direct board related expenses. Annual compensation of non-employee directors may be a combination of cash and restricted stock at levels set by the Compensation Committee. The Company expects to meet every three years with a compensation consultant to discuss director compensation trends. The consultant may also attend Compensation Committee meetings periodically. The Compensation Committee retained Ferguson Partners Consulting ("FPC") as its independent compensation consultant in 2023 to advise it regarding market trends and practices in director compensation and with respect to specific compensation decisions. FPC provided a report to the Compensation Committee in 2023 and discussed the report with the chair of the committee. FPC received a fee of $20,000 for its compensation consulting services provided to the Compensation Committee in 2023 with respect to director compensation.

  22. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION The following table sets forth compensation paid during 2023 to each of our non-employee directors:

  23. 2023 DIRECTOR COMPENSATION

    | | Fees Earned or Paid | | | | | | NAME(1) | Fees Paid in Cash ($) | Fees Paid in Stock(2) ($) | Stock Awards(3) ($) | All Other Compensation ($) | Total ($) | | Alan Gardner | — | 162,500 | 183,544 | — | 346,044 | | Claire Gulmi | — | 67,500 | 134,208 | — | 201,708 | | Robert Hensley | 20,000 | 50,000 | 125,322 | — | 195,322 | | Lawrence Van Horn | — | 65,000 | 132,934 | — | 197,934 | | Cathrine Cotman | — | 50,000 | 125,322 | — | 175,322 |

  24. 2023 DIRECTOR COMPENSATION

    (1)Mr. Wallace, our former CEO and Chairman, and Mr. Dupuy were also directors during 2023 and were also full-time employees during the year whose compensation is discussed below under the section titled "Summary Compensation Table." Mr. Wallace and Mr. Dupuy received no additional compensation for service as directors. (2)This column represents non-employee director annual retainer and additional annual retainer amounts, approximately 95% of which was paid in shares of our restricted common stock in lieu of cash. All of the shares are subject to a three-year cliff vesting schedule whereby no shares vest until the third anniversary of the date of grant, at which time 100% of the shares of restricted stock will vest, subject to the director's continuing service as a director of the Company. (3)Represents the grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock to the non-employee directors under the 2014 Incentive Plan, or the 2023 Director Awards. The dollar value of the 2023 Director Awards was based upon the grant date price of our common stock, which was $36.34 on May 4, 2023. This column also includes the amount of the grant date value of the shares received in accordance with restriction multiples with respect to the deferral of director retainer amounts based on the price of our common stock of $33.40 on the determination date, May 19, 2023. Further, it includes the amount of the grant date value of the shares received by Mr. Gardner in accordance with restriction multiples with respect to the deferral of an additional director retainer amount upon his appointment as Chairman of the Board during 2023 based on the price of our common stock of $36.27 on the determination date, April 21, 2023, All of the shares are subject to a three-year cliff vesting schedule whereby no shares vest until the third anniversary of the date of grant, at which time 100% of the shares of restricted stock will vest, subject to the director's continuing service as a director of the Company. We also reimburse our directors for expenses they incur in connection with their service on our Board, such as director education, travel and lodging expenses.

  25. 2023 DIRECTOR COMPENSATION

    | 18 | Community Healthcare Trust | 2024 PROXY STATEMENT |

  26. 2023 DIRECTOR COMPENSATION

    Compensation Discussion and Analysis This Compensation Discussion and Analysis describes the material elements of the Company's named executive officer compensation program and analyzes the compensation decisions made for our executive officers included in the Summary Compensation Table beginning on page 41 (the "named executive officers"). This Compensation Discussion & Analysis also describes the significant changes we made in January 2024 to our named executive officer compensation program based on stockholder feedback and guidance from our independent compensation consultant, Ferguson Partners Consulting ("FPC"). While these changes are not reflected in our discussions of 2023 performance and 2023 compensation, we have included a separate section titled Summary of 2024 Changes to the Compensation Program to introduce our new named executive officer compensation program.

  27. SUMMARY OF 2024 CHANGES TO THE COMPENSATION PROGRAM

    | FEEDBACK WE RECEIVED | | CHANGES WE MADE | | Named executive officers’ election to acquire restricted stock in lieu of cash salary and cash annual incentive rewards provides a strong alignment with stockholders and investors recognize and appreciate the 8-year cliff vesting as a significant retention tool that far surpasses market practices, but when including the amount of restricted stock awarded, total compensation increases significantly | • | Reduces the maximum amount of cash compensation eligible to acquire restricted stock from 100% to 50% and also reduces the available eligible vesting period(s), and therefore restriction multiple(s), based on the named executive officer’s retirement eligibility date (e.g. if retirement eligibility is in two years, named executive officer may not select vesting schedule of five-years (0.5x restriction multiple) or eight-years (1.0x restriction multiple)) Date Effective: January 1, 2024 for salary elections; July 1, 2024 for annual incentive reward elections to align with the start of the next annual incentive performance period which is measured from July 1 to the following June 30 each year |

  28. SUMMARY OF 2024 CHANGES TO THE COMPENSATION PROGRAM

    | FEEDBACK WE RECEIVED | | CHANGES WE MADE | | Annual incentive rewards should be based on more specific company metrics with appropriate weightings and goals though still allowing a portion to distinguish individual performance that may not be entirely quantifiable | • | Increased the percentage of the annual incentive metrics tied to objective, company metrics to 70% (up from 50%) The annual incentive reward for each named executive officer is based (i) 70% on three specific company performance metrics set by the Compensation Committee each year with payout amounts subject to threshold, target, and maximum levels, and (ii) 30% on individual performance (a decrease from 50% for individual performance previously) Date Effective: July 1, 2024 to align with the start of the next annual incentive performance period which is measured from July 1 to the following June 30 each year | | Long term equity incentive awards are based on backward-looking performance periods instead of the market standard of forward-looking performance periods; investors support continued use of relative TSR as a primary metric to align with shareholders | • | New, forward-looking long-term incentive program with three-year goals The three-year forward-looking awards for each named executive officer are based (i) 65% on performance-based restricted stock units (“RSUs”) set by the Compensation Committee each year with payout amounts subject to threshold, target, and maximum levels, and (ii) 35% on time-based RSUs Date Effective: January 1, 2024 with the first forward-looking performance period ending June 30, 2026 |

  29. COMPREHENSIVE COMPENSATION POLICY

    All of our executive officers are eligible to receive performance-based compensation under the 2014 Incentive Plan as amended by Amendment No. 1 to the 2014 Incentive Plan, Amendment No. 2 to the 2014 Incentive Plan, Amendment No. 3 to the 2014 Incentive Plan, and Amendment No. 4 to the 2014 Incentive Plan (as so amended, our 2014 Incentive Plan). We use a combination of allowing the acquisition of shares of restricted stock in connection with grants of restricted stock as the primary means of delivering long-term compensation to our executive officers. Shares of restricted stock are forfeitable until the lapse of the applicable restrictions. We believe that restricted stock with long vesting periods align the interests of executive officers and stockholders and provide strong incentives to our executive officers to achieve long-term growth in our business, grow the value of our common stock and maintain or increase our dividends. The executive officers personally benefit from these efforts through their restricted stock, which pay dividends at the same rate as unrestricted stock and increase in value as the value of unrestricted stock increases. However, the Company's executive officers essentially have to earn this equity compensation twice: the first time through their efforts to meet the initial performance criteria necessary to receive the restricted stock; and the second time by continued service and increasing share value through the at-risk vesting period. Substantially all of our executive officers' compensation is tied to the value of our common stock since the officers have elected to receive restricted stock in lieu of cash compensation. Therefore, if we have superior long-term operating performance, our executive officers, through their restricted stock, will eventually receive more value, due to increases in the price of our common stock, than if they had been paid in cash. Conversely, if we have inferior long-term operating performance, our executive officers through their restricted stock will eventually receive less value, due to decreases in the price of our common stock, than if they had been paid in cash. Our Compensation Committee determines the restrictions for each award granted pursuant to the 2014 Incentive Plan. Restrictions on the restricted stock may include time-based restrictions, the achievement of specific performance goals, or the occurrence of a specific event. Vesting of restricted stock will generally be subject to cliff vesting periods ranging from three to eight years and will be conditioned upon the participant's continued employment, among other restrictions that may apply. Generally, if the performance goals are not achieved or the time-based restrictions do not lapse within the time period provided in the award agreement, the participant will forfeit his or her unvested restricted stock.

  30. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation 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 Compensation Committee believes that the following factors mitigate excessive risk-taking by the named executive officers: •The use of restricted stock, with long vesting periods during which the stock cannot be sold, margined, pledged or otherwise hypothecated, provides an incentive to the named executive officers to make decisions that contribute to long-term growth of the Company, the stability of Net Operating Income ("NOI"), and the delivery of dividends to stockholders. •The maximum potential cash and stock incentive payments are designed at levels such that total compensation would remain comparable within the peer group. •The Compensation Committee retains broad discretionary authority to adjust annual awards and payments, which further mitigates risks associated with the Company's compensation plans and policies.

  31. Peer Group

    Peer Group For 2023, the Compensation Committee, based on FPC's recommendation, used the companies listed below as the peer group against which to measure the Company's relative three-year and five-year Total Shareholder Return ("TSR") performance. The peer group is selected each year in accordance with the Amended and Restated Executive Officer Incentive Program. The Amended and Restated Executive Officer Incentive Program provides a mechanism for determining the peer group, which the Compensation Committee believes provides for the most closely comparable companies with respect to market capitalization and appropriate pay levels. In determining our peer group, all publicly-traded equity REITs are sorted by market capitalization. Additional criteria used can include industry segment, asset base, externally/internally managed and years of operating history. The Compensation Committee, based on FPC's recommendations, makes discretionary adjustments to include or exclude companies in the peer group to capture the Company's closest competitors and to adjust for events such as mergers that might occur during the period. The following companies comprised the peer group for 2023:

  32. Peer Group

    | BRT Apartments Corp. | National Health Investors, Inc. | | CareTrust REIT, Inc. | NETSTREIT Corp. | | City Office REIT, Inc. | One Liberty Properties, Inc. | | CTO Realty Growth, Inc. | Orion Office REIT, Inc. | | Easterly Government Properties, Inc. | Plymouth Industrial REIT, Inc. | | LTC Properties, Inc. | UMH Properties, Inc. |

  33. Peer Group

    The Compensation Committee determines the peer group each year and compares the compensation of the peer group for the year preceding the applicable year.

  34. Peer Group

    | Community Healthcare Trust | 2024 PROXY STATEMENT | 23 |

  35. Elements of Pay

    Elements of Pay In 2023, the Company's compensation program for its named executive officers consisted of the following key elements: •Annual base salaries; •Elective acquisition of restricted shares with corresponding restricted share grants, allowing named executive officers to increase their ownership portion in the Company; •Annual performance-based awards of cash, restricted stock, or a combination of both; •Long-term equity incentive awards of restricted stock; and •Perquisites and retirement benefits.

  36. ANNUAL BASE SALARY

    (1)Mr. Wallace was our former Chief Executive Officer and President until his passing on March 3, 2023. Pursuant to the Second Amended and Restated Alignment of Interest Program described below, executive officers may elect to utilize any cash compensation they receive to acquire shares of restricted stock. In the event that an executive officer elects to acquire shares of restricted stock, rather than cash compensation, the officer will be awarded shares of restricted stock pursuant to the Second Amended and Restated Alignment of Interest Program, subject to a three-, five-, or eight- year cliff-vesting schedule, depending on the officer's election. Each executive officer who makes this election will be awarded the additional restricted common stock award, subject to the restrictions, at no additional cost to the officer, according to the multiple-based formula set forth on page 26 of this proxy statement.

  37. 2014 Incentive Plan

    2014 Incentive Plan Awards may be made in the form of restricted stock or cash under our 2014 Incentive Plan. The purposes of the 2014 Incentive Plan are to attract and retain qualified persons upon whom, in large measure, our sustained progress, growth and profitability depend; to motivate the participants to achieve long-term Company goals; and to more closely align the participants' interests with those of our other stockholders by providing them with a proprietary interest in our growth and performance. Our executive officers, non-executive officers, employees, consultants and non-employee directors may be eligible to participate in the 2014 Incentive Plan as determined by the Compensation Committee. As of February 29, 2024, the number of shares of our common stock available for issuance under the 2014 Incentive Plan is 345,994. The 2014 Incentive Plan and the remaining shares available for issuance under the 2014 Incentive Plan will expire on March 31, 2024. The 2014 Incentive Plan is administered by our Compensation Committee, which interprets the 2014 Incentive Plan and has broad discretion to select the eligible persons to whom awards will be granted, as well as the type, size and terms and conditions of each award, including the amount of cash or number of shares subject to awards and the expiration date of, and the vesting schedule or other restrictions (including, without limitation, restrictive covenants) applicable to, awards. However, during a calendar year, no participant may receive awards intended to comply with the performance-based compensation requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), which exceed 150,000 shares of common stock. Unless the 2014 Incentive Plan is terminated earlier by our Board of Directors, the 2014 Incentive Plan will automatically terminate on March 31, 2024. Awards granted before the termination of the 2014 Incentive Plan may extend beyond that date in accordance with their terms. The two distinct programs applicable to executive officers under the 2014 Incentive Plan are the Second Amended and Restated Alignment of Interest Program and the Second Amended and Restated Executive Officer Incentive Program. In addition, we believe it is in the best interests of our stockholders to encourage all executive officers to increase their equity position in the Company to promote share ownership and further align employee and stockholder interests and have therefore adopted stock ownership guidelines with respect to our executive officers and directors.

  38. Second Amended and Restated Alignment of Interest Program

    Second Amended and Restated Alignment of Interest Program The Company's Second Amended and Restated Alignment of Interest Program, under the 2014 Incentive Plan, is designed to provide the Company's executive officers with an incentive to remain with the Company and to incentivize long-term growth and profitability. The original Alignment of Interest Program was amended in November 2016 by the Company's Board of Directors to, among other items, reserve 500,000 shares of the Company's common stock to be acquired by employees and directors pursuant to elections to acquire restricted stock with their compensation. On May 5, 2022, the Company's Board of Directors adopted the Second Amended and Restated Alignment of Interest Program to reserve an additional 500,000 shares of the Company's common stock (for an aggregate of 1,000,000 shares of the Company's common stock) to be acquired by employees and directors pursuant to elections to acquire restricted stock with their compensation. Pursuant to the Second Amended and Restated Alignment of Interest Program, executive officers may elect to acquire restricted stock in lieu of up to 100% of any compensation otherwise payable in cash under their employment agreements. The executive officer must elect his or her participation level and the applicable vesting period for the upcoming year no later than December 31 of the then-current year. The number of shares of restricted stock to be acquired will be determined as of January 15 of the year following the election or, if such date is not a trading day, on the trading day immediately before January 15 by dividing the total of the named executive officer's elected deferred salary, cash bonus or other compensation by the average price of our common stock for the 10 trading days immediately preceding the determination date. If the dollar amount of any reduced salary, cash bonus or other compensation has not been determined by January 15, then the determination date will be the 10th business day following the date on which the amount of such cash compensation is fixed and determined. Payments of restricted stock in lieu of compensation otherwise payable in cash will be made immediately thereafter.

  39. Second Amended and Restated Alignment of Interest Program

    To the extent an executive officer elects to acquire stock in lieu of cash compensation, the executive officer is entitled to receive an award of restricted stock pursuant to the Second Amended and Restated Alignment of Interest Program, subject to a three, five or eight-year cliff vesting schedule, depending on each executive officer's election. Each executive officer who makes this election is awarded the stock award at no cost to the executive officer, according to the following multiple-based formula:

  40. Second Amended and Restated Alignment of Interest Program

    Accordingly, for example, if an executive officer elects to acquire shares of restricted stock in lieu of cash compensation that is equivalent in value to 1,000 shares of common stock and the executive officer elected an eight-year restriction period for such restricted stock, the executive officer would receive the 1,000 shares of restricted stock plus an award of 1,000 shares of restricted stock for electing to subject his or her restricted stock to an eight-year restriction period, resulting in a total receipt of 2,000 shares of restricted stock, all of which would be subject to an eight-year cliff vesting schedule whereby no shares vest until the eighth anniversary of the date of grant, at which time 100% of the shares of restricted stock will vest. The restriction period subjects the shares acquired by the executive officer and the additional shares awarded by the Company to the risk of forfeiture in the event that the executive officer voluntarily terminates employment or is terminated for cause from employment with the Company, as those terms are described below, prior to the vesting of the shares. All unvested shares will be forfeited if such executive officer voluntarily terminates employment or is terminated for cause prior to vesting. During the restriction periods described above, the restricted shares may not be sold, assigned, pledged or otherwise transferred. Subject to the risk of forfeiture and transfer restrictions, executive officers have all rights as stockholders with respect to restricted shares, including the right to vote and receive dividends or other distributions on such shares.

  41. 2023 ANNUAL INCENTIVE REWARDS

    2023 ANNUAL INCENTIVE REWARDS The Compensation Committee takes the named executive officer's base salary levels into account when it establishes each executive's potential incentive award, with the intent that each executive's targeted annual cash or stock opportunity is competitive, and that each executive has a meaningful upside annual cash or stock compensation opportunity for performance excellence. We believe this compensation philosophy is consistent with our pay-for-performance culture and our compensation objective of linking pay to performance.

  42. Individual Performance Awards

    Individual Performance Awards The Compensation Committee grants awards of cash, stock, or a combination of both under the 2014 Incentive Plan based on each executive officer's individual performance, and may determine all terms of the award, including to whom, and the time or times at which, individual performance awards may be granted, the number of shares, units or other rights subject to each individual performance award, the exercise, base or purchase price of such individual performance award (if any), the time or times at which such individual performance award will become vested, exercisable or payable, the performance criteria, goals and other conditions of the individual performance award, and the duration of the individual performance award. Key metrics used to measure individual performance include: •Business development activity—this includes the acquisition of new properties, development of relations with potential tenants and development of relationships with providers who may become recurring clients of the Company; •Leasing activity—this includes working with tenants as existing leases are set to expire; working with tenants as they need additional space or have other needs; working with tenants on the collection of receivables; working with potential tenants and brokers to fill vacancies as they arise; and working to increase overall portfolio rental rates and weighted average remaining lease term; •Employee satisfaction and turnover—this includes reviewing employee compensation levels, bonus potentials, and benefits; providing an environment where employees can obtain their desired work/life balance; and reducing overall employee turnover; •Timely and accurate financial statement preparation and filing—this includes the timely preparation of the Company's quarterly filings, on Form 10-Q, and annual filings, on Form 10-K; timely preparation and filing of other SEC forms including Forms 8-K, Form-4, etc.; and providing the documentation, processes and controls to insure there are no material weaknesses in the Company's Internal Control over Financial Reporting; •Investor relations activities—this includes maintaining relationships with current and potential investors; participating in conferences and non-deal road shows; and reviewing and updating the Company's website, investor presentation, supplemental data report and other investor information; •Capital markets activities—this includes maintaining relationships with investment and commercial banks and managing the Company's credit facilities and equity raising activities through the Company's "At-The-Market Offering Program" and other capital raising alternatives; and •Environmental, Social and Governance (ESG) policy management—this includes reviewing the Company's existing ESG policies, comparing those policies to peers and guidelines to determine where the Company can improve, and implementing policies to increase the Company's overall attainment of ESG goals. In 2023, the Compensation Committee approved the payment of cash individual performance awards to the Company's executive officers in the aggregate of approximately $662,869. The executive officers each elected to acquire restricted shares of common stock in lieu of the cash bonuses, which based on their elections are subject to an eight-year cliff vesting schedule. Based on the eight-year restriction period elected, the executive officers acquired an aggregate of 18,631 shares of restricted stock in lieu of their cash bonuses and were granted 18,630 additional shares based on the restriction period elected.

  43. Company Performance Awards

    Participants have the opportunity to earn Company Performance Awards each year. The Company will generally target a maximum of three performance metrics during any given measurement period and a maximum combined award for all such metrics of up to 75% of such participant's base salary. Consistent with prior years, the metrics used by the Compensation Committee to determine the CPA for 2023 were as follows: •The actual AFFO for the trailing four quarters ended June 30, 2023 which was $2.50 per share. This was a 2.9% increase over the $2.43 AFFO for the trailing four quarters ended June 30, 2022. •The Amended and Restated Executive Officer Incentive Program targets an annual dividend increase of $0.05 cents per share, which is approximately $0.01 per share more than the actual increases have been. The Compensation Committee believes this fixed targeted increase presents an aggressive target and removes any potential to manipulate the actual dividend to benefit executive officer compensation. •The targeted dividend per share for 2023 was $1.85 per share. The actual AFFO of $2.50 per share provided an 74% dividend payout coverage for the $1.85 targeted dividend. This was the equivalent of an 72% payout ratio for the actual dividends of $1.795 per share. •The Amended and Restated Executive Officer Incentive Program provides for payment of a range from 0.00% to 150.00% of executive salary based on decreasing calculated targeted dividend payout ratios moving from 95.0% to 80.0%. The coverage ratio of 74% resulted in a CPA award percentage of 150%. Since the CPA targets 50% of each executive officer's base pay, the CPA resulted in a 75% of base salary bonus payment. The Compensation Committee believes the CPA measures three critical components of Company performance: •First, it measures actual AFFO for the trailing four quarters. Actual AFFO is an important measure of the ongoing growth and operating performance of the Company. •Second, the CPA targets an increasing targeted dividend. The Compensation Committee believes that an increasing dividend is an important attribute of the Company's stock for its investors. This is a critical concept because the Amended and Restated Executive Officer Incentive Program requires the ability for dividend growth every year which cannot be modified without Compensation Committee approval. •Third, the CPA measures dividend payout coverage of the Target Dividend and will only pay a bonus when that coverage is at or below 95%. As the dividend coverage increases and the payout ratio goes down, the bonus potential goes up. As a result of these rigorous performance requirements, 2023 was only the fourth year management met the required thresholds for a CPA bonus. In 2023, the Compensation Committee approved the payment of cash CPA to the Company's executive officers in the aggregate of approximately $1,104,783. The executive officers each elected to acquire restricted shares of common stock in lieu of the cash bonuses, which based on their elections are subject to an eight-year cliff vesting schedule. Based on the eight-year restriction period elected, the executive officers acquired an aggregate of 31,052 shares of restricted stock in lieu of their cash bonuses and were granted 31,051 additional shares based on the restriction period elected.

  44. 2023 LONG TERM EQUITY INCENTIVE AWARDS

    2023 LONG TERM EQUITY INCENTIVE AWARDS

  45. Total Shareholder Return Awards

    Total Shareholder Return Awards Total Shareholder Return Awards ("TSRA") are designed to be long term incentive awards based on the Company's total shareholder return, as measured against the Peer Group. The criteria for awarding TSRAs are the Company's relative total shareholder return performance measured as a percentile, as compared to the total shareholder returns of the companies in the Peer Group. The current measurement period is 12 and 20 consecutive quarters ending June 30 of each year.

  46. Total Shareholder Return Awards

    | EXECUTIVE OFFICER | Performance Metric (%) | Base Salary ($) | Long Term Incentive Award ($) | | David Dupuy | 100 | 647,250 | 647,251 | | William G. Monroe IV | 100 | 480,000 | 480,000 | | Leigh Ann Stach | 100 | 446,214 | 446,215 | | Timothy L. Meyer | 100 | 339,579 | 339,579 |

  47. CEO PAY RATIO

    CEO PAY RATIO Pursuant to rules adopted by the SEC under the Dodd-Frank Act, the Company is required to disclose the ratio of the annual total compensation for its CEO to the median annual total compensation for its employees other than the CEO. The Company identified the median employee by examining its payroll records for 2023 for all individuals other than the CEO that were employed by the Company at December 31, 2023. Compensation for employees that began employment during the year was annualized based on rate of pay applied to a full year. At December 31, 2023, the Company had 37 employees. These employees are all employed and work out of the corporate office in Franklin, Tennessee. Our employees are comprised of Company officers, accountants, asset management, and employees with various other roles and responsibilities. At December 31, 2023, the Company identified its median employee as one making $112,280 per year. At December 31, 2023, the Company's CEO, Mr. Dupuy, had an annual total compensation of $3,533,747. This amount is comprised of several components, as reflected in the Summary Compensation Table beginning on page 41. Additional information concerning Mr. Dupuy's total compensation is provided in the Compensation Discussion and Analysis section beginning on page 19. The ratio of CEO pay to median employee pay at December 31, 2023 was 31:1. The table below illustrates the details of the calculation.

  48. CEO PAY RATIO

    | | CEO to Median Employee Pay Ratio | | | PAY | Chief Executive Officer and President ($) | Median Employee ($) | | Salary | | | | Cash | — | 80,000 | | Salary stock | 617,834 | — | | Bonus | | | | Cash | — | 20,000 | | Bonus stock | 776,700 | — | | Alignment of Interest Stock | 1,478,662 | 733 | | 3-Year Total Shareholder Return Stock | 161,813 | — | | 5-Year Total Shareholder Return Stock | 485,438 | — | | Non-Executive Restricted Stock Award | — | 8,000 | | All Other Compensation | 13,300 | 3,547 | | Total | 3,533,747 | 112,280 | | CEO to Median Employee Pay Ratio | | 31:1 |

  49. CEO PAY RATIO

    | Community Healthcare Trust | 2024 PROXY STATEMENT | 31 |

  50. EMPLOYMENT AGREEMENTS OF NAMED EXECUTIVE OFFICERS AS OF DECEMBER 31, 2023

    EMPLOYMENT AGREEMENTS OF NAMED EXECUTIVE OFFICERS AS OF DECEMBER 31, 2023 We entered into employment agreements with each of Mr. Dupuy, Mr. Monroe, Ms. Stach, and Mr. Meyer, which became effective on May 1, 2019 for Mr. Dupuy, on June 1, 2023 for Mr. Monroe, on May 28, 2015 for Ms. Stach, and on October 1, 2021 for Mr. Meyer. The initial terms of each employment agreement were through December 31 of each year the agreements became effective. On April 1, 2023, the Company entered into an amended and restated employment agreement with Mr. Dupuy in connection with his new role as Chief Executive Officer that became effective on April 1, 2023. Mr. Dupuy's amended and restated employment agreement increased Mr. Dupuy's base salary for 2023 from $529,586 to $647,250, granted Mr. Dupuy additional vacation time, increased the term of his severance compensation in the event of a termination other than for cause and increased the multipliers included in the calculations of his severance compensation. On June 1, 2023, the Company entered into an employment agreement with Mr, Monroe upon joining the Company and in connection with his role as Chief Financial Officer that became effective on June 1, 2023 with an annual base salary of $480,0000. On May 1, 2019, the Company entered into an amended and restated employment agreement with Ms. Stach in connection with her new role as Executive Vice President that became effective on May 1, 2019. Other than related to Ms. Stach's change in role, the compensation terms and other material terms of Ms. Stach's employment with the Company remained unchanged. The term of each respective employment agreement automatically renews for successive one-year terms on December 31 of each calendar year. As amended on January 4, 2023, the annual base salary of each of Ms. Stach and Mr. Meyer under each of their employment agreements was increased for fiscal year 2023 from $410,500 to $446,214, and from $312,400 to $339,579, respectively. In addition, Mr. Dupuy was awarded a grant of 5,000 shares of restricted common stock per year for three years, which began on May 1, 2019, vesting equally in 2027, 2028, and 2029 and Mr. Monroe is to be awarded a grant of 7.000 shares of restricted common stock per year for three years, which began on June 1, 2023, vesting equally in 2028, 2029 and 2030. The base salaries are subject to annual increases as the Compensation Committee may approve in their discretion and other benefits generally available to other employees and our other executive officers, and each will be eligible for an annual bonus for each calendar year during his or her respective employment based on a combination of his or her respective continued employment with the Company and the achievement of certain performance goals established by our Board of Directors and our Compensation Committee. If employment is terminated for any reason other than for cause, change-in-control or death or disability, each executive officer is entitled to receive all accrued salary, bonus compensation, if any, to the extent earned, whether or not vested without regard to such termination (other than defined contribution plan or profit sharing plan benefits (or benefits under tax-qualified retirement or health and welfare plans in the case of Mr. Meyer) which will be paid in accordance with the applicable plan), any benefits under any plans of the Company in which the executive officer is a participant to the full extent of the executive officer's rights under such plans, full vesting of all awards granted to the named executive officer under the 2014 Incentive Plan, accrued vacation pay and any appropriate business expenses incurred by the named executive officer in connection with his or her duties set forth in each of his or her respective employment agreements, all to the date of termination. In addition, the executive officer will receive as severance compensation his or her base salary (at the rate payable at the time of such termination), for a period of 36 months, with respect to Mr. Dupuy, and 12 months, with respect to Mr. Monroe, Ms. Stach, and Mr. Meyer, from the date of such termination; provided, however, that if the executive officer is employed by a new employer during such period, the severance compensation payable to the executive officer during such period will be reduced by the amount of compensation that the executive officer is receiving from the new employer. However, Mr. Dupuy, Mr. Monroe, and Ms. Stach are under no obligation to mitigate the amount owed to the respective executive officer by seeking other employment or otherwise, and Mr. Meyer is required to notify the Company of any employment during the period that severance is being paid. In addition to the severance payment, the executive officer will be paid an amount equal to the greater of: (i) two times the average annual cash bonus, if any, earned by the executive officer in the two years immediately preceding the date of termination, without regard to any elective income deferral or conversion of such bonus into stock or any other non-cash consideration; and (ii) two times the product of the executive officer's base salary and 0.67 with respect to Mr. Dupuy, and 0.33 with respect to Mr. Monroe, Ms. Stach, and Mr. Meyer. Each executive officer will be entitled to accelerated vesting of any accrued benefit under each deferred compensation plan.

  51. EMPLOYMENT AGREEMENTS OF NAMED EXECUTIVE OFFICERS AS OF DECEMBER 31, 2023

    | 32 | Community Healthcare Trust | 2024 PROXY STATEMENT |

  52. EMPLOYMENT AGREEMENTS OF NAMED EXECUTIVE OFFICERS AS OF DECEMBER 31, 2023

    If Mr. Dupuy, Mr. Monroe, or Ms. Stach are terminated for disability, the terminated executive officer will receive the benefits described above, all to the date of termination, with the exception of medical and dental benefits, if any, which shall continue at the Company's expense through the then current one-year term of the employment agreement. If Mr. Meyer is terminated for disability, he will receive the benefits described above, all to the date of termination; provided, however, that the Company will pay his premiums associated with any medical, dental, and/or vision insurance plans in which he and his dependents were enrolled as of the date of termination through the last day of the then-current one-year term of the employment agreement, so long as Mr. Meyer timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). If an executive officer's employment terminates due to death, the terminated executive officer's estate will receive the benefits described above. The severance payment in the event of a change in control will consist of: (1) three times the terminated executive officer's annual base salary (at the rate payable at the time of such termination), and (2) an amount equal to the greater of: (i) two times the average annual cash bonus, if any, earned by the terminated executive officer in the two years immediately preceding the date of termination, without regard to any elective income deferral or conversion of such bonus into stock or any other non-cash consideration; and (ii) two times the product of the terminated executive officer's base salary and 0.67 with respect to Mr. Dupuy, and 0.33 with respect to Mr. Monroe, Ms. Stach, and Mr. Meyer. Such severance compensation shall be paid in a lump sum (i) promptly after the date of such termination in the case of Mr. Dupuy, Mr. Monroe and Ms. Stach, and (ii) on the first payroll period following the effective date of Mr. Meyer's termination date and his execution of the release and expiration of any revocation period, and in all cases, in no event later than two and a half months after the end of the year in which such termination occurs. If the payments due to the change-in-control result in an excise tax to the terminated executive officer, under Section 4999 of the Code, all change-in-control payments to the terminated officer may be limited to an amount that is less than 300% of his or her average annual compensation. This limit would not apply in the event that the terminated executive officer's net after-tax benefits are greater after considering the effect of the excise tax. Each employment agreement contains customary non-competition and non-solicitation covenants that apply during the term and for 12 months following a termination upon a change in control, so long as the payments to which the terminated officer is entitled as a result of his or her termination upon a change of control are made on a timely basis.

  53. NEW 2024 NAMED EXECUTIVE OFFICER COMPENSATION PROGRAM

    | 2024 Program Highlights | ✓ | Majority (70%) of annual incentive rewards are based on the achievement of specific company performance goals | | | ✓ | Majority of equity granted is forward-looking, performance-based RSUs (65% of program) | | | ✓ | Long-term performance is based 100% on relative and absolute TSR goals, aligning compensation with shareholder interests | | | ✓ | Relative TSR goals target above the median at the 55th percentile | | | ✓ | Ability to elect to receive 50% of base salary and annual incentive rewards in equity |

  54. NEW 2024 NAMED EXECUTIVE OFFICER COMPENSATION PROGRAM

    | COMPENSATION TYPE | | Pay Element | 2024 Executive Compensation Plan Design | | Fixed Pay | Cash Compensation | Base Salary | •Base salaries are as follows: Mr. Dupuy—$666,668; Mr. Monroe—$494,400; Ms. Stach—$459,600; and Mr. Meyer—$349,766 | | At Risk | | Annual Incentive Rewards | •Eligibility will be based on the following: (i) AFFO per share (30% weighting); (ii) Dividend payout coverage (20% weighting); (iii) Debt to total capitalization (20% weighting); and (iv) Individual performance (30% weighting) •Bonus targets (as a percentage of base salary) are as follows: Mr. Dupuy—125%; Mr. Monroe—100%; Ms. Stach—100%; and Mr. Meyer—100% | | | Equity Compensation | Long Term Equity Incentive Awards | •65% of the award will be in the form of performance-based restricted stock units (“RSUs”) and 35% in time-based RSUs •Performance component will be based on 3-year relative TSR performance as measured against select peer companies (35% weighting) and 3-year absolute TSR performance (30% weighting) •3-year Time-based awards (35% weighting) have a vesting schedule of one-third of the RSUs awarded on each June 30 over the three year service period •Long term equity incentive award targets (as a percentage of base salary) are as follows: Mr. Dupuy—150%; Mr. Monroe—125%; Ms. Stach—125%; and Mr. Meyer—110% | | | | Elective Deferral Awards | •Allows the named executive officers to elect to acquire restricted stock in lieu of compensation that would otherwise be payable in cash for up to 50% of their annual base salary and up to 50% of their 2024 annual incentive reward for the annual incentive reward performance period beginning July 1, 2024 •Each named executive officer who makes this election will receive an award of restricted stock based on their choice of restriction period and subject to the amount of time until their Retirement Eligibility date in their Employment Agreement |

  55. 2024 ANNUAL BASE SALARY

    2024 ANNUAL BASE SALARY For 2024, the Compensation Committee approved an increase of 3% to the 2023 base salaries for its named executive officers based on peer company benchmarking. The annual base salaries of our named executive officers for 2024, before any elective deferral of cash for restricted stock, are set forth below:

  56. 2024 ANNUAL INCENTIVE REWARDS

    2024 ANNUAL INCENTIVE REWARDS The Company maintains an annual incentive reward performance period from July 1 through the following June 30 each year. Because the July 1, 2023 through June 30, 2024 annual incentive reward performance period was already in process at the time of the Board and Compensation Committee’s approval of a new named executive officer compensation program on January 2, 2024, no changes will be made to the annual incentive rewards until July 1, 2024. Beginning July 1, 2024 the named executive officers’ annual incentive reward target compensation will be calculated 70% upon the achievement of company performance goals and 30% upon the assessment of individual performance goals. The corporate performance goals will be based on the following metrics:

  57. 2024 ANNUAL INCENTIVE REWARDS

    | WEIGHTING | Corporate Performance Metric | Rationale | | 30% | AFFO per share | Promotes a key driver of growth | | 20% | Dividend payout coverage | Measures the security of a growing dividend | | 20% | Debt to total capitalization | Reflects the importance of a conservative balance sheet |

  58. 2024 ANNUAL INCENTIVE REWARDS

    The Compensation Committee will set a threshold level, target level and maximum level for each company performance metric corresponding to a payout ratio of 50%, 100%, and 150%, respectively with the payout ratio determined using straight line linear interpolation, although performance below the threshold level will result in 0% payout. The individual performance goals shall be based on a subjective assessment of individual performance goals established at the beginning of each year to reward and retain the named executive officer based on their individual efforts and skill sets with a payout ratio ranging from 0% to 150% of target. Finally, the Compensation Committee has set the following target-level annual incentive reward opportunities for each named executive officer for the performance period beginning July 1, 2024:

  59. 2024 ANNUAL INCENTIVE REWARDS

    | NAMED EXECUTIVE OFFICER | 2024 Annual Incentive Reward Target-Level Opportunity | | David H. Dupuy | 125% of Base Salary | | William G. Monroe IV | 100% of Base Salary | | Leigh Ann Stach | 100% of Base Salary | | Timothy L. Meyer | 100% of Base Salary |

  60. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    2024 LONG TERM EQUITY INCENTIVE AWARDS The named executive officers’ long term equity incentive award target compensation consists of 65% performance-based restricted stock units (“RSUs”) and 35% time-based RSUs. The performance-based RSUs will be based on the following performance:

  61. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    | 65% | 3-Year Performance Based RSUs | 35% Relative TSR vs. Peer Group | | | | | RESULTS | HURDLES | | | | Threshold (50%) | 25th Percentile | | | | Target (100%) | 55th Percentile | | | | Maximum (200%) | 80th Percentile | | | | 30% Absolute TSR | | | | | RESULTS | HURDLES | | | | Threshold (50%) | 4% Annualized | | | | Target (100%) | 8% Annualized | | | | Maximum (200%) | 12% Annualized | | | | IF EARNED, CLIFF VEST AT THE END OF THE PERFORMANCE PERIOD | | | 35% | 3-Year Time-Based RSUs | ONE-THIRD OF THE RSUs AWARDED VEST ON EACH JUNE 30 OVER THE THREE-YEAR SERVICE PERIOD | |

  62. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    The Compensation Committee has set the above threshold level, target level and maximum level for each performance-based RSU corresponding to a payout ratio of 50%, 100%, and 200%, respectively with the payout ratio determined using straight line linear interpolation, although performance below the threshold level will result in 0% payout. The performance-based RSUs’ three-year performance period is forward-looking and began on July 1, 2023 with an end date of June 30, 2026 at which time the Compensation Committee will review the actual performance and the RSUs will vest accordingly. The Peer Group Companies for determining the Relative Total Shareholder Return performance are Global Medical REIT Inc. - NYSE: GMRE, Healthcare Realty Trust Incorporated - NYSE: HR, Healthpeak Properties Inc. - NYSE: PEAK, Medical Properties Trust - NYSE: MPW, and Universal Health Realty Income Trust - NYSE: UHT subject to the Performance-Based Restricted Stock Unit Agreement. The Absolute Total Shareholder Return performance is calculated using the compounded annual growth rate in the value per share due to appreciation in price per share plus dividends declared during the performance period. The performance-based RSUs entitle the named executive officer to receive dividend equivalents, equal to the amount of the dividends paid on each share of Common Stock underlying the performance-based RSU that vests, payable only upon the vesting of the performance-based RSU. The time-based RSUs’ service period began on July 1, 2023 with a vesting schedule of one-third of the RSUs awarded on each June 30 over the three year service period. The time-based RSUs entitle the named executive officer to receive divided equivalents, equal to the amount of the dividends paid on each share of Common Stock underlying the time-based RSU, payable no later than thirty days following the applicable dividend payment date. The table below sets forth information with respect to time-based and performance-based RSU awards granted, at the target level, under the 2014 Incentive Plan since December 31, 2023.

  63. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    | Community Healthcare Trust | 2024 PROXY STATEMENT | 37 |

  64. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    | | | Performance-Based Awards (1) | | | | NAME | Time-Based Awards (1) (#) | Threshold (#) | Target (#) | Maximum (#) | | David H. Dupuy | 13,046 | 19,399 | 38,798 | 77,596 | | William G. Monroe IV | 8,062 | 11,989 | 23,978 | 47,956 | | Leigh Ann Stach | 7,495 | 11,145 | 22,290 | 44,580 | | Timothy L. Meyer | 5,020 | 7,464 | 14,928 | 29,856 |

  65. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    (1) The fair value of the performance-based RSUs is calculated by a third-party specialist who utilizes a Monte Carlo simulation as of the grant date, whereas the fair value of the time-based RSUs is calculated using the average closing price of the Company common stock for the 10 trading days immediately preceding the grant date. Finally, the Compensation Committee has set the following target-level opportunities for each named executive officer for their 2024 long term equity incentive award:

  66. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    | NAMED EXECUTIVE OFFICER | 2024 Long Term Equity Incentive Award Target-Level Opportunity | | David H. Dupuy | 150% of Base Salary | | William G. Monroe IV | 125% of Base Salary | | Leigh Ann Stach | 125% of Base Salary | | Timothy L. Meyer | 110% of Base Salary |

  67. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    Compensation Committee Report The following Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management of the Company and, based on such review and discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. Members of the Compensation Committee: Claire Gulmi (Chair) Robert Hensley Lawrence Van Horn Compensation Committee Interlocks and Insider Participation The members of the Compensation Committee during 2023 were Claire Gulmi (Chair), Alan Gardner, and Lawrence Van Horn prior to the 2023 annual meeting of stockholders, and Claire Gulmi (Chair), Robert Hensley, and Lawrence Van Horn following the 2023 annual meeting of stockholders. In 2023, no member of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries or was formerly an officer of the Company or any of its subsidiaries, and no member had any relationship requiring disclosure as a related person transaction under applicable SEC regulations.

  68. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    | 38 | Community Healthcare Trust | 2024 PROXY STATEMENT |

  69. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    Executive Officers The names, ages, positions and business experience of our executive officers, except for Mr. Dupuy, are listed below. Because he is also a member of our Board, information about Mr. Dupuy appeared previously under Proposal 1—Election of Directors beginning on page 4. All of our executive officers serve at the discretion of the Board and are parties to employment agreements.

  70. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    | William G. Monroe IV Age: 45 | Mr. Monroe has served as our Executive Vice President and Chief Financial Officer since June 2023. Previously Mr. Monroe served as Managing Director of the Healthcare Investment Banking Group at Truist Securities, Inc. in Atlanta. Mr. Monroe was responsible for buy- and sell-side advisory services as well as debt and equity capital markets origination for healthcare services segments including acute hospital, post-acute, alternate site, and healthcare REITs. He joined Truist Securities, Inc. as a Vice President in 2011 via its predecessor firm SunTrust Robinson Humphrey, Inc. Mr. Monroe began his investment banking career at J.P. Morgan Securities LLC in New York where he was an Associate in the Syndicated & Leveraged Finance Group from 2006 to 2009 with responsibilities for structuring and executing pro rata bank, leveraged loan, and high yield bond transactions. Other positions Mr. Monroe has held include Vice President of Private Equity Placement at Fortress Group, Inc. from 2010 to 2011, and prior to business school Commercial Banking Associate at SunTrust Bank from 2003 to 2004 and Consulting Analyst at Accenture from 2000 to 2003. Mr. Monroe holds a Bachelor of Science from Davidson College and a Master of Business Administration from the Tuck School of Business at Dartmouth. |

  71. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    | Leigh Ann Stach Age: 57 | Ms. Stach has served as our Chief Accounting Officer since the formation of our company in March 2014 and as Executive Vice President since May 2019. Prior to her appointment as Executive Vice President in May 2020, Ms. Stach served as our Vice President—Financial Reporting, and Chief Accounting Officer. From 2005 to 2013, Ms. Stach served as Vice President—Financial Reporting at Healthcare Realty ("HR") where she had responsibility for financial reporting and coordinating due diligence materials for debt and equity offerings. In addition, she brought EDGAR and XBRL filings in-house and provided oversight of HR's compliance function and internal audit. Prior to that, from 1997 to 2005, Ms. Stach served as Vice President—Controller at HR. From 1994 to 1997, Ms. Stach served as Assistant Controller at HR. Prior to HR, from 1991 to 1994, Ms. Stach was a senior accountant—financial reporting at Hospital Corporation of America ("HCA"). She began her career with HCA in 1988 as an internal auditor. Ms. Stach holds a Bachelor of Science in Accounting from Western Kentucky University and is a licensed CPA. |

  72. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    | Community Healthcare Trust | 2024 PROXY STATEMENT | 39 |

  73. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    | Timothy L. Meyer Age: 48 | Mr. Meyer has served as Executive Vice President-Asset Management since October 2021. Prior to his appointment as Executive Vice President, Mr. Meyer served as our Senior Vice President-Asset Management since July 2019. From 2018 to 2019, Mr. Meyer served as Senior Vice President, Field Services and from 2014 to 2018 served as Vice President, Field Services at Altisource Portfolio Services where he had responsibility for product management, client performance and relationship management, business development and sales, product and brand strategy, and performance oversight of operations and client controls and reporting. Prior to that, from 2013 to 2014, Mr. Meyer served as Counsel at Nelson Mullins Riley & Scarborough LLP where he provided legal counsel in the areas of real estate, mergers and acquisitions, and corporate and loan transactions. Prior to that, from 2007 to 2013, Mr. Meyer served as Counsel at Welltower, where he served as lead counsel for Welltower's Medical Facilities Group. Prior to that, from 2006 to 2007, Mr. Meyer served as an Associate at Stites & Harbison PLLC and from 2003 to 2006 as Associate Counsel at Windrose Medical Properties Trust. Mr. Meyer holds a Bachelor of Arts in Economics from University of Illinois at Urbana-Champaign, and MBA and JD degrees from Vanderbilt University. |

  74. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    | 40 | Community Healthcare Trust | 2024 PROXY STATEMENT |

  75. 2024 LONG TERM EQUITY INCENTIVE AWARDS

    Compensation Tables

  76. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below sets forth the compensation paid in fiscal years 2023, 2022, and 2021 to our principal executive officers and the three most highly compensated executive officers. Mr. Wallace, Mr. Dupuy, Mr. Monroe, Ms. Stach, and Mr. Meyer are referred to in this proxy statement as our named executive officers. Each of our named executive officers took 100% of his or her salary, bonus and long-term incentive compensation in the form of restricted common stock under our 2014 Incentive Plan since such officers began their tenure with the Company through December 31, 2023. In compliance with the terms of the Second Amended and Restated Alignment of Interest Program described above, the election to acquire stock, otherwise payable in cash, caused the named executive officers to be eligible to receive additional stock awards based upon a multiple described on page 26 of this proxy statement. All shares of restricted stock issued in lieu of cash compensation and any shares of restricted stock issued under the Second Amended and Restated Alignment of Interest Program are subject to a vesting schedule whereby no shares vest until the third, fifth or eighth anniversary of the date of grant, at which time 100% of the shares of restricted stock will vest, subject to continued employment. The following table sets forth the compensation of our named executive officers for the fiscal years 2023, 2022, and 2021.

  77. SUMMARY COMPENSATION TABLE

    | | | Salary | | Bonus | | | | | | NAME & PRINCIPAL POSITION | Year | Compensation Paid in Cash(1) ($) | Compensation Paid in Stock(2) ($) | Compensation Paid in Cash ($) | Compensation Paid in Stock(3) ($) | Stock Awards(4) ($) | All Other Compensation(5) ($) | Total(10) ($) | | Timothy G. Wallace(6) Former Chief Executive Officer and President | 2023 | — | 863,295 | — | — | 1,015,989 | 22,913,954 | 24,793,238 | | | 2022 | — | 794,200 | — | 913,330 | 2,820,373 | 12,425 | 4,540,328 | | | 2021 | — | 750,000 | — | 862,500 | 3,164,711 | 11,650 | 4,788,861 | | David H. Dupuy(7) Chief Executive Officer and President | 2023 | — | 617,834 | — | 776,700 | 2,125,913 | 13,300 | 3,533,747 | | | 2022 | — | 487,200 | — | 560,280 | 1,730,216 | 7,487 | 2,785,183 | | | 2021 | — | 460,000 | — | 529,000 | 2,191,229 | 3,112 | 3,183,341 | | William G. Monroe(8) Chief Financial Officer and Executive Vice President | 2023 | — | 280,000 | — | 48,000 | 1,063,678 | 13,025 | 1,404,703 | | Leigh Ann Stach Chief Accounting Officer and Executive Vice President | 2023 | — | 446,214 | — | 535,457 | 1,500,298 | 13,300 | 2,495,269 | | | 2022 | — | 410,500 | — | 472,075 | 1,457,816 | 1,750 | 2,342,141 | | | 2021 | — | 387,600 | — | 445,740 | 1,635,525 | 3,648 | 2,472,513 | | Timothy L. Meyer(9) Executive Vice President - Asset Management | 2023 | — | 339,579 | — | 407,495 | 1,141,776 | 7,532 | 1,896,382 | | | 2022 | — | 312,400 | — | 359,260 | 1,109,474 | 4,311 | 1,785,445 | | | 2021 | — | 280,000 | — | 165,000 | 469,890 | 2,312 | 917,202 |

  78. SUMMARY COMPENSATION TABLE

    (1)All of our named executive officers agreed to acquire shares of restricted common stock in lieu of any cash compensation for the fiscal years ended December 31, 2023, 2022, and 2021, as applicable. (2)The amounts represent the annual base salary of each named executive officer set forth in the table pursuant to their employment agreements, 100% of which was paid in shares of our restricted common stock in lieu of cash. The number of

  79. SUMMARY COMPENSATION TABLE

    | Community Healthcare Trust | 2024 PROXY STATEMENT | 41 |

  80. SUMMARY COMPENSATION TABLE

    shares of common stock issued in 2023 was based on $37.32, which was the average price of our common stock for the 10 days preceding January 16, 2023, the determination date. Mr. Dupuy was promoted in 2023 upon Mr. Wallace's passing and received an additional 4,864 shares, based on $36.29, which was the average price of our common stock for the 10 days preceding April 21, 2023, the determination date. Mr. Monroe joined the Company in June 2023 and received 16,322 shares, based on $34.31, which was the average price of our common stock for the 10 days preceding June 15, 2023, the determination date. The number of shares of common stock issued in 2022 was based on $47.12, which was the average price of our common stock for the 10 days preceding January 14, 2022, the determination date. The number of shares of common stock issued in 2021 was based on $46.21, which was the average price of our common stock for the 10 days preceding January 15, 2021, the determination date. Mr. Meyer received a promotion in October 2021 and received an additional 219 shares, based on $45.84, which was the average price of our common stock for the 10 days preceding October 15, 2021, the determination date. All of the shares of our restricted common stock issued in lieu of cash compensation are subject to an eight-year cliff vesting schedule whereby no shares vest until the eighth anniversary of the date of grant, at which time 100% of the shares of restricted stock will vest, subject to continued employment. (3)The bonus amounts paid in each of the years 2023, 2022 and 2021 represent the annual bonus of each named executive officer set forth in the table pursuant to their employment agreements, 100% of which was paid in shares of our restricted common stock in lieu of cash. The number of shares of common stock issued in 2023 was based on $35.58, which was the average price of our common stock for the 10 days preceding August 10, 2023, the determination date. The number of shares of common stock issued in 2022 was based on $39.90, which was the average price of our common stock for the 10 days preceding August 11, 2022, the determination date. The number of shares of common stock issued in 2021 was based on $49.32, which was the average price of our common stock for the 10 days preceding August 12, 2021, the determination date. All of the shares of our restricted common stock issued in lieu of cash compensation are subject to an eight-year cliff vesting schedule whereby no shares vest until the eighth anniversary of the date of grant, at which time 100% of the shares of restricted stock will vest, subject to continued employment. (4)Represents the aggregate fair value computed in accordance with FASB ASC Topic 718 of awards of restricted common stock to the named executive officers for the years ended December 31, 2023, 2022, and 2021 under the 2014 Incentive Plan, as amended. The dollar values of the awards related to base salaries and bonuses for 2023, 2022, and 2021 are based on the grant date value of such awards and the restriction multiples for cash compensation deferrals outlined in our Restated Alignment Program. Awards granted to our named executive officers in connection with their base salaries for 2023, 2022, and 2021, were based on grant date values of such awards of $40.62 per share, $46.63 per share, and $47.99 per share, respectively. Awards granted to our named executive officers in connection with their bonuses for 2023, 2022, and 2021 were based on grant date values of such awards of $34.62 per share, $40.32 per share, and $47.93 per share, respectively. The dollar values of the awards related to the Company's total stockholder return performance, relative to its peer group, for the years ended December 31, 2023, 2022, and 2021, as outlined in the Executive Officer Incentive Program, are based on the grant date value of such awards of $34.77 per share, $38.68 per share, and $49.90 per share, respectively. The 5,000 restricted share award granted to Mr. Dupuy in 2021 was based on a grant date value of $50.03 per share and the 7,000 restricted share award granted to Mr. Monroe upon becoming a named executive officer in 2023 was based on a grant date value $32.73 per share. Mr. Meyer received an award of 260 restricted shares granted in 2021 under the Non-Executive Officer Incentive Plan, which was based on a grant date value of $47.99 per share. (5)Generally includes employer contributions to the executive officer's health savings account (HSA) and 401(k). Mr. Wallace's other compensation for 2023 also includes the full vesting of his restricted shares upon his death totaling approximately $22.9 million. Mr. Monroe's other compensation for 2023 includes temporary living expenses. (6)Mr. Wallace passed away on March 6, 2023. (7)Joined the Company as a named executive officer on May 1, 2019 and was awarded 5,000 shares of restricted stock in the years 2021. During the years presented in the Summary Compensation Table, Mr. Dupuy served as the Company's Executive Vice President and Chief Financial Officer. On March 6, 2023, our Board of Directors appointed Mr. Dupuy to serve as Chief Executive Officer and President following the death of Mr. Wallace. (8)Joined the Company as a named executive officer on June 1, 2023 and was awarded 7,000 shares of restricted stock. (9)Mr. Meyer was promoted to Executive Vice President - Asset Management on October 1, 2021. Prior to that, Mr. Meyer served as Senior Vice President - Asset Management since joining the Company in July 2019.

  81. SUMMARY COMPENSATION TABLE

    | 42 | Community Healthcare Trust | 2024 PROXY STATEMENT |

  82. SUMMARY COMPENSATION TABLE

    (10)A significant portion of the named executive officer's compensation is performance based, as set forth in the following table:

  83. SUMMARY COMPENSATION TABLE

    | | | | Performance Based Incentive Compensation | | | | | | | NAME | Year | Total Compensation ($) | Bonus Stock(1) ($) | Alignment of Interest Stock(2) ($) | 3-Year Total Shareholder Return Stock ($) | 5-Year Total Shareholder Return Stock ($) | Total Performance Based Incentive Compensation ($) | Percent of Total Compensation (%) | | Timothy G. Wallace(3) | 2023 | 24,793,238 | — | 1,015,989 | — | — | 1,015,989 | 4.1 | | | 2022 | 4,540,328 | 913,330 | 1,827,623 | 198,550 | 794,200 | 3,733,703 | 82.2 | | | 2021 | 4,788,861 | 862,500 | 1,664,710 | 750,000 | 750,000 | 4,027,210 | 84.1 | | David H. Dupuy(4) | 2023 | 3,533,747 | 776,700 | 1,478,662 | 161,813 | 485,438 | 2,902,613 | 82.1 | | | 2022 | 2,785,183 | 560,280 | 1,121,216 | 121,800 | 487,200 | 2,290,496 | 82.2 | | | 2021 | 3,183,341 | 529,000 | 1,021,079 | 460,000 | 460,000 | 2,470,079 | 77.6 | | William G. Monroe IV(5) | 2023 | 1,404,703 | 48,000 | 354,568 | 120,000 | 360,000 | 882,568 | 62.8 | | Leigh Ann Stach | 2023 | 2,495,269 | 535,457 | 1,054,083 | 111,554 | 334,661 | 2,035,755 | 81.6 | | | 2022 | 2,342,141 | 472,075 | 944,691 | 102,625 | 410,500 | 1,929,891 | 82.4 | | | 2021 | 2,472,513 | 445,740 | 860,325 | 387,600 | 387,600 | 2,081,265 | 84.2 | | Timothy L. Meyer(6) | 2023 | 1,896,382 | 407,495 | 802,197 | 84,895 | 254,684 | 1,549,271 | 81.7 | | | 2022 | 1,785,445 | 359,260 | 718,974 | 78,100 | 312,400 | 1,468,734 | 82.3 | | | 2021 | 917,202 | 165,000 | 442,413 | — | — | 607,413 | 66.2 |

  84. SUMMARY COMPENSATION TABLE

    (1)Each executive officer has elected to take 100% of his or her salary and cash bonus in deferred stock with an 8-year cliff vesting. (2)Alignment of interest stock grants per the Second Amended and Restated Alignment of Interest Program which is part of the Company's Incentive Plan. (3)Mr. Wallace passed away on March 3, 2023. (4)Mr. Dupuy was promoted to Chief Executive Officer and President on March 6, 2023. (5)Mr. Monroe joined the Company on June 1, 2023 as Executive Vice President and Chief Financial Officer. (6)Mr. Meyer was promoted to Executive Vice President on October 1, 2021.

  85. SUMMARY COMPENSATION TABLE

    | Community Healthcare Trust | 2024 PROXY STATEMENT | 43 |

  86. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides additional information relating to grants of plan-based awards made to our named executive officers during 2023.

  87. GRANTS OF PLAN-BASED AWARDS

    | NAME | Grant date | All other stock awards: Number of shares of stock (#)(1) | Grant date fair value of stock awards ($) | | Timothy G. Wallace | 1/16/2023 | 23,133 | 939,662 | | David H. Dupuy | 1/16/2023 | 14,191 | 576,438 | | | 4/21/2023 | 2,432 | 88,209 | | | 7/27/2023 | 19,548 | 679,684 | | | 8/10/2023 | 21,830 | 755,755 | | William G. Monroe IV | 6/1/2023 | 7,000 | 229,110 | | | 6/15/2023 | 8,161 | 282,534 | | | 7/27/2023 | 14,497 | 504,061 | | | 8/10/2023 | 1,349 | 46,702 | | Leigh Ann Stach | 1/16/2023 | 11,957 | 485,693 | | | 7/27/2023 | 13,477 | 468,595 | | | 8/10/2023 | 15,049 | 520,996 | | Timothy L Meyer | 1/16/2023 | 9,100 | 369,642 | | | 7/27/2023 | 10,256 | 356,601 | | | 8/10/2023 | 11,453 | 396,503 |

  88. GRANTS OF PLAN-BASED AWARDS

    (1)The table below shows the number of restricted shares of common stock awarded to the named executive officers in 2023 pursuant to the 2014 Incentive Plan.

  89. GRANTS OF PLAN-BASED AWARDS

    | | | Incentive Awards | | | | | | NAME | Company Match Salary (#) | Company Match Bonus (#) | 3 Year Total Shareholder Return Stock (#) | 5 Year Total Shareholder Return Stock (#) | CFO Grant (#) | Total Stock Awards (#) | | Timothy G. Wallace | 23,133 | — | — | — | | 23,133 | | David H. Dupuy | 16,623 | 21,830 | 4,887 | 14,661 | | 58,001 | | William G. Monroe IV | 8,161 | 1,349 | 3,624 | 10,873 | 7,000 | 31,007 | | Leigh Ann Stach | 11,957 | 15,049 | 3,369 | 10,108 | | 40,483 | | Timothy L. Meyer | 9,100 | 11,453 | 2,564 | 7,692 | | 30,809 |

  90. GRANTS OF PLAN-BASED AWARDS

    | 44 | Community Healthcare Trust | 2024 PROXY STATEMENT |

  91. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 The following table sets forth all outstanding equity awards held by each of our named executive officers at December 31, 2023.

  92. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | 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) | | Timothy G. Wallace(3) | — | — | | David H. Dupuy | 209,523 | 5,581,693 | | William G. Monroe IV | 31,007 | 826,026 | | Leigh Ann Stach | 222,799 | 5,935,365 | | Timothy L. Meyer | 78,895 | 2,101,763 |

  93. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    (1)These shares of restricted common stock are subject to five-year or eight-year cliff vesting through 2031, subject to continued employment with the Company on the vesting date. (2)The market value of unvested restricted common stock is calculated by multiplying the number of unvested shares of restricted common stock held by the applicable named executive officer by the closing price of our common stock on December 31, 2023, which was $26.64. (3)In accordance with the provisions in Mr. Wallace's employment agreement, as amended, his shares vested upon his death.

  94. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The table below sets forth executive compensation information and financial performance measures for each of the fiscal years 2023, 2022, 2021, and 2020 for our principal executive officers ("PEOs") and, as an average, for our other named executive officers ("NEOs").

  95. PAY VERSUS PERFORMANCE TABLE

    | | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid to PEO(2) | | | | Value of Initial Fixed $100 Investment Based On: | | | Company Selected Measure | | Year | Timothy G. Wallace ($) | David H. Dupuy ($) | Timothy G. Wallace ($) | David H. Dupuy ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Company TSR(5) ($) | NAREIT All Equity REIT Index TSR(6) ($) | Net Income(7) ($) | Targeted Dividend Payout Ratio(8) (%) | | 2023 | 24,793,238 | 3,533,747 | 24,959,265 | 2,076,455 | 1,932,118 | 1,170,765 | 114.62 | 144.16 | 7,714,000 | 74 | | 2022 | 4,540,328 | n/a | 1,654,573 | n/a | 2,304,256 | 1,356,528 | 158.89 | 124.22 | 22,019,000 | 74 | | 2021 | 4,788,861 | n/a | 5,472,517 | n/a | 2,191,019 | 2,374,549 | 200.40 | 165.51 | 22,492,000 | 78 | | 2020 | 3,737,563 | n/a | 5,082,204 | n/a | 2,165,944 | 2,732,964 | 192.54 | 117.14 | 19,077,000 | 87 |

  96. PAY VERSUS PERFORMANCE TABLE

    (1)Represents total compensation as calculated on the Summary Compensation Table ("SCT") for Timothy G. Wallace, who was our CEO and President until his passing on March 3, 2023 and David H. Dupuy, who was appointed as CEO and President on March 6, 2023. (2)Adjustments to Determine Compensation Actually Paid to Timothy G. Wallace (PEO) for the years 2023, 2022, 2021 and 2020 and to David H. Dupuy (PEO) for the year 2023 are shown in the table below.

  97. PAY VERSUS PERFORMANCE TABLE

    | | Timothy G. Wallace | David H. Dupuy | Timothy G. Wallace | | | | | 2023 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 24,793,238 | 3,533,747 | 4,540,328 | 4,788,861 | 3,737,563 | | Deduction for Amounts Reported under the "Stock Awards" Column in the SCT | (1,015,989) | (2,125,913) | (2,820,373) | (3,164,711) | (2,530,931) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year End | — | 1,545,147 | 2,450,331 | 3,055,580 | 2,504,933 | | Increase (Deduction) for Change in Fair Value from Prior Year End to Current Year End of Awards Granted in Prior Years that were Outstanding and Unvested as of Year End | — | (1,387,942) | (3,471,338) | 38,081 | 785,536 | | Fair Value as of the Vesting Date of Awards Granted and Vested in the Same Year | 848,056 | — | — | — | — | | Increase (Deduction) in Fair Value from the Vesting Date to Prior Year End for Awards Granted in Prior Years that Vested during the Year | 319,137 | — | — | — | — | | Deduction for the Fair Value as of Prior Year End of Awards Forfeited or Cancelled during the Current Year | (264,741) | — | — | — | — | | Increase based on Dividends or Other Earnings Paid during the year prior to Vesting Date of Award | 279,564 | 511,416 | 955,625 | 754,706 | 585,103 | | Total Adjustments | 166,027 | (1,457,292) | (2,885,755) | 683,656 | 1,344,641 | | Compensation Actually Paid | 24,959,265 | 2,076,455 | 1,654,573 | 5,472,517 | 5,082,204 |

  98. PAY VERSUS PERFORMANCE TABLE

    | Community Healthcare Trust | 2024 PROXY STATEMENT | 47 |

  99. PAY VERSUS PERFORMANCE TABLE

    (3)Average Summary Compensation for Year 2023, as calculated on the SCT includes William G. Monroe IV, who served as Chief Financial Officer and Executive Vice President, Leigh Ann Stach, who served as Chief Accounting Officer and Executive Vice President, and Timothy Meyer, who served as Executive Vice President-Asset Management. Average Summary Compensation for Years 2022 and 2021 as calculated on the SCT includes David Dupuy, who served as Chief Financial Officer and Executive Vice President, Leigh Ann Stach, who served as Chief Accounting Officer and Executive Vice President, and Timothy Meyer, who served as Executive Vice President-Asset Management. Average Summary Compensation for Year 2020 as calculated on the SCT includes David Dupuy, who served as Chief Financial Officer and Executive Vice President, Leigh Ann Stach, who served as Chief Accounting Officer and Executive Vice President, and Page Barnes, who served as our Chief Operating Officer and Executive Vice President. (4)Adjustments to Determine Average Compensation Actually Paid to Non-PEO NEOs are shown in the table below.

  100. PAY VERSUS PERFORMANCE TABLE

    | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 1,932,118 | 2,304,256 | 2,191,019 | 2,165,944 | | Deduction for Amounts Reported under the "Stock Awards" Column in the SCT | (1,235,251) | (1,432,502) | (1,432,215) | (1,485,580) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year End | 908,424 | 1,244,515 | 1,382,175 | 1,488,488 | | Increase (Deduction) for Change in Fair Value from Prior Year End to Current Year End of Awards Granted in Prior Years that were Outstanding and Unvested as of Year End | (703,497) | (1,076,505) | 10,338 | 316,825 | | Increase (Deduction) in Fair Value from the Vesting Date to Current Year End for Awards Granted in Prior Years that Vested during the Year | (4,320) | — | — | — | | Deduction for the Fair Value as of Prior Year End of Awards Forfeited or Cancelled during the Current Year | (10,955) | — | — | — | | Increase based on Dividends or Other Earnings Paid during the year prior to Vesting Date of Award | 284,246 | 316,764 | 223,232 | 247,287 | | Total Adjustments | (761,353) | (947,728) | 183,530 | 567,020 | | Average Compensation Actually Paid | 1,170,765 | 1,356,528 | 2,374,549 | 2,732,964 |

  101. PAY VERSUS PERFORMANCE TABLE

    (5)Cumulative TSR for the Company is calculated by dividing the sum of the cumulative amount of dividends for the measurement period (determined in accordance with Item 402(v) of the SEC Regulation S-K), assuming dividend reinvestment, and the difference between the Company's common share price at the end and the beginning of the measurement period by the common share price at the beginning of the measurement period. (6)Cumulative TSR for the Company's Peer Group (NAREIT All Equity REIT Index) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period (determined in accordance with Item 402(v) of the SEC Regulation S-K), assuming dividend reinvestment, and the difference between the NAREIT All Equity REIT Index common share price at the end and the beginning of the measurement period by the common share price at the beginning of the measurement period. (7)Represents audited Net Income per our Consolidated Statements of Income included in our Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021, and 2020. (8)Targeted dividend payout ratio measured using a target dividend for each year divided by actual AFFO for the trailing four quarters ended June 30 of each year as discussed in more detail in Compensation Discussion and Analysis.

  102. PAY VERSUS PERFORMANCE TABLE

    | 48 | Community Healthcare Trust | 2024 PROXY STATEMENT |

  103. ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE While the Company uses various performance measures to align executive compensation to the Company's performance, not all performance measures used are included in the "Pay versus Performance Table" for 2023. Moreover, the Company seeks to incentivize long-term performance and our executives have elected to receive all compensation in shares of restricted stock.

  104. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR Company TSR and NAREIT All Equity REIT Index TSR are computed in accordance with Item 402(v) of Regulation S-K. These metrics are based on dividends and stock prices for each period presented. While the Company's cumulative TSR was (20)%, 28%, 21%, and 64%, respectively, (lower)higher for the years 2023, 2022, 2021 and 2020 than the cumulative TSR for the NAREIT All Equity REIT Index, the Company does not use this metric in determining executive compensation.

  105. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The amount of compensation actually paid to our executive officers is not directly linked to net income. The Company is a growing real estate company with its real estate portfolio as its largest asset. Though real estate over the long-term generally increases in value, the assets are depreciated over the useful life of each asset on our consolidated statements of income in accordance with generally accepted accounting principles. Consequently, depreciation expense continues to grow as our real estate portfolio grows which significantly reduces the Company's net income.

  106. Compensation Actually Paid and Targeted Dividend Payout Ratio

    Compensation Actually Paid and Targeted Dividend Payout Ratio As described in more detail in Compensation Discussion and Analysis, the Company's Performance Award is measured using a targeted dividend for each year divided by actual AFFO for the trailing four quarters ended June 30 of each year. The CPA provides for a payment of a range from 0% to 150% of base salary based on decreasing calculated targeted dividend payout ratios moving from 95% to 80%. The targeted dividend payout ratios resulted in award percentages of 150% for each of the years 2023, 2022 and 2021 and 90% for 2020. Since the CPA targets 50% of each executive officer's base pay, the CPA resulted in bonus payments of 75%, 75%, 75% and 45%, respectively, for the years 2023, 2022, 2021 and 2020. Each of the executive officers elected to take these bonus payments in shares of restricted stock, through the Company's Alignment of Interest Program, that cliff vest in 8 years.

  107. Compensation Actually Paid and Targeted Dividend Payout Ratio

    | Community Healthcare Trust | 2024 PROXY STATEMENT | 49 |

  108. Compensation Actually Paid and 3-Year TSR Relative to our Peer Group

    Compensation Actually Paid and 3-Year TSR Relative to our Peer Group As described in more detail in Compensation Discussion and Analysis, the Company's 3-year Total Shareholder Return Award is designed to be a long term incentive award based on the Company's total shareholder return, as measured against our peer group for that year. The measurement period for this award is 12 consecutive quarters ended June 30 for each of the years 2023, 2022, 2021, and 2020. The maximum payout for the award is 100% of base salary each year, but ranges from 0% to 100% of base salary. For 2023, 2022, 2021 and 2020, the payout as a percentage of base salary was 25%, 25%, 100% and 100%, respectively, to the Company's PEO and other named executive officers. Awards under this program are issued in shares of restricted stock.

  109. Compensation Actually Paid and 5-Year TSR Relative to our Peer Group

    Compensation Actually Paid and 5-Year TSR Relative to our Peer Group As described in more detail in Compensation Discussion and Analysis, the Company's 5-year Total Shareholder Return Award (1-year Total Shareholder Return Award for the year 2020) is designed to be a long term incentive award based on the Company's total shareholder return, as measured against our peer group for that year. The measurement period for this award is 20 consecutive quarters ended June 30 for each of the years 2023, 2022 and 2021, and 4 consecutive quarters ended June 30 for the year 2020. The maximum payout for the award is 100% of base salary each year, but ranges from 0% to 100% of base salary. For 2023, 2022 and 2021, the 5-year TSR payout as a percentage of base salary was 75%, 100%, and 100%, respectively, to the Company's PEO and other named executive officers. For 2020, the 1-year TSR payout as a percentage of base salary was 75% to the Company's PEO and other named executive officers. Awards under this program are issued in shares of restricted stock.

  110. Compensation Actually Paid and 5-Year TSR Relative to our Peer Group

    | 50 | Community Healthcare Trust | 2024 PROXY STATEMENT |

  111. Compensation Actually Paid and 5-Year TSR Relative to our Peer Group

    Equity Compensation Plan Information The following table gives information about shares of our common stock that may be issued under our 2014 Incentive Plan as of December 31, 2023.

  112. Compensation Actually Paid and 5-Year TSR Relative to our Peer Group

    | PLAN CATEGORY | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (#) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) (#) | | Equity compensation plans approved by stockholders(1) | — | — | 315,617(2) | | Equity compensation plans not approved by stockholders | — | — | 333,665(3) | | Total | — | — | 649,282 |

  113. Compensation Actually Paid and 5-Year TSR Relative to our Peer Group

    (1)Our 2014 Incentive Plan automatically increases, on an annual basis, the number of shares of common stock available for issuance under the 2014 Incentive Plan to an amount equal to 7% of the total number of shares of common stock outstanding on December 31 of the immediately preceding year. These annual increases are required because of the level of restricted stock, versus cash, we utilize in our compensation methodology and was approved by a vote of our shareholders in 2017. (2)These 315,617 shares will no longer be available for future issuance upon the termination of the 2014 Incentive Plan on March 31, 2024. After this date, the shares available for future issuance will be 1,150,000 shares under the 2024 Incentive Plan, if such plan is approved by our stockholders at our annual meeting. (3)These 333,665 shares are reserved under our Alignment of Interest Program for purchase by our employees and directors in exchange for the cash compensation. See "2014 Incentive Plan" beginning on page 25.

  114. Compensation Actually Paid and 5-Year TSR Relative to our Peer Group

    | Community Healthcare Trust | 2024 PROXY STATEMENT | 51 |

  115. Compensation Actually Paid and 5-Year TSR Relative to our Peer Group

    | PROPOSAL 2 | Approval of Community Healthcare Trust Incorporated 2024 Incentive Plan On March 4, 2024, each of the Board of Directors and the Compensation Committee of our Board of Directors adopted and approved the 2024 Incentive Plan, which is subject to approval by our stockholders at the annual meeting, to adopt a new equity incentive plan due to the expiration of the 2014 Incentive Plan. The 2024 Incentive Plan implements the following material changes to the previous 2014 Incentive Plan: •Freezes all awards under the 2014 Incentive Plan as of March 31, 2024, the expiration date of the plan •Removes the “evergreen provision” which allowed for the incremental, automatic increase in the number of shares of common stock reserved in the Plan Pool •Restricts the reloading of authorized shares except for those arising from forfeitures of awards •Maintains the amended change in control definition which removed the original 2014 Incentive Plan's liberal change in control definition •Increases the number of shares of common stock authorized for issuance under the 2024 Incentive Plan to 1,150,000 shares •Increases the number of shares that may be awarded in any calendar year to any eligible person from 150,000 shares to 300,000 shares •Expands the types of awards that may be granted under the 2024 Incentive Plan to include stock options and stock appreciation rights (SARs) •Extends the right to grant awards under the 2024 Incentive Plan through March 4, 2034 The Board of Directors and the Compensation Committee determined that it was in the best interest of the Company and our stockholders to adopt the 2024 Incentive Plan in light of (1) our Alignment of Interest Program which utilizes restricted stock with long vesting periods to provide strong incentives to our executive officers to achieve long-term growth in our business, (2) our continued desire to utilize our equity to obtain, attract, retain and incentivize qualified employees and directors, and (3) our 2014 Incentive Plan terminates on March 31, 2024 and without approval of the 2024 Incentive Plan we would lose an important element of our compensation program. | | | | | Our Board of Directors unanimously recommends a vote "FOR" the approval of the 2024 Incentive Plan | |