DEF 14A of Community Healthcare Trust Inc, Mar 13, 2025

DEF 14A of Community Healthcare Trust Inc

Filed Mar 13, 2025 · FY20240001631569-25-000023

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 | 2025 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 2026: | | | | | | | Our Board of Directors unanimously recommends a vote "FOR" the election of each of the six nominees for director to the Board of Directors. | •Cathrine Cotman •David Dupuy •Alan Gardner | •Claire Gulmi •Robert Hensley •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 2026, 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. Required Vote Directors are elected by the affirmative vote of a majority of all of the votes cast for the election 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 | 2025 PROXY STATEMENT |

  6. Can a proxy be revoked?

    | Cathrine Cotman Age: 59 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?

    | David Dupuy Age: 56 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. |

  8. Can a proxy be revoked?

    | Community Healthcare Trust | 2025 PROXY STATEMENT | 5 |

  9. Can a proxy be revoked?

    | Alan Gardner Age: 71 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?

    | Claire Gulmi Age: 71 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. |

  11. Can a proxy be revoked?

    | 6 | Community Healthcare Trust | 2025 PROXY STATEMENT |

  12. Can a proxy be revoked?

    | Robert Hensley Age: 67 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. |

  13. Can a proxy be revoked?

    | Community Healthcare Trust | 2025 PROXY STATEMENT | 7 |

  14. Can a proxy be revoked?

    | Lawrence Van Horn Age: 57 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. |

  15. Can a proxy be revoked?

    | | Our Board of Directors unanimously recommends a vote "FOR" the election of each of the six nominees for director to the Board of Directors. |

  16. Can a proxy be revoked?

    | 8 | Community Healthcare Trust | 2025 PROXY STATEMENT |

  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 2026. 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 | | | | | | | | 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 | 3 | 2 | 10 | 6 | 10 | 10 |

  19. Can a proxy be revoked?

    | Community Healthcare Trust | 2025 PROXY STATEMENT | 9 |

  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. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION The following table sets forth compensation paid during 2024 to each of our non-employee directors:

  23. 2024 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 | 82,500 | 82,500 | 158,305 | — | 323,305 | | Claire Gulmi | — | 82,500 | 158,305 | — | 240,805 | | Robert Hensley | 20,000 | 65,000 | 148,051 | — | 233,051 | | Lawrence Van Horn | — | 82,500 | 158,305 | — | 240,805 | | Cathrine Cotman | — | 65,000 | 148,051 | — | 213,051 |

  24. 2024 DIRECTOR COMPENSATION

    (1)Mr. Dupuy was also a director during 2024 and was also full-time employee during the year whose compensation is discussed below under the section titled "Summary Compensation Table." Mr. Dupuy received no additional compensation for service as a director. (2)This column represents non-employee director annual retainer and additional annual retainer amounts, approximately 79% 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 2024 Incentive Plan, or the 2024 Director Awards. The dollar value of the 2024 Director Awards was based upon the grant date price of our common stock, which was $24.92 on May 2, 2024. 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 $24.05 on the determination date, May 16, 2024. 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. 2024 DIRECTOR COMPENSATION

    | Community Healthcare Trust | 2025 PROXY STATEMENT | 17 |

  26. 2024 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 34 (the "named executive officers" or "NEOs").

  27. HISTORICAL SAY-ON-PAY SUPPORT

    | FEEDBACK WE RECEIVED IN 2023 | | CHANGES WE MADE IN JANUARY 2024 | | 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 | • | Reduced the maximum amount of cash compensation eligible to acquire restricted stock from 100% to 50% and also reduced 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. HISTORICAL SAY-ON-PAY SUPPORT

    | FEEDBACK WE RECEIVED IN 2023 | | CHANGES WE MADE IN JANUARY 2024 | | 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. Elements of Pay

    | Compensation 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 |

  30. Elements of Pay

    | COMPENSATION TYPE | | Pay Element | 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—100%; 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—125%; 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 |

  31. BASE SALARY

    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:

  32. ANNUAL INCENTIVE REWARDS

    ANNUAL INCENTIVE REWARDS

  33. 2023-2024 Annual Incentive Rewards Ending June 30, 2024

    2023-2024 Annual Incentive Rewards Ending June 30, 2024 The Company maintained 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 the new NEO compensation program on January 2, 2024, no changes were made to the annual incentive rewards earned on June 30, 2024. As a reminder of the prior annual incentive rewards program, under the 2014 Incentive Plan, the Alignment of Interest Program, as amended, and the Executive Officer Incentive Program, as amended, the Compensation Committee granted awards of cash, stock, or a combination of both based on each NEO’s individual performance (individual performance awards) and based on Company performance targets (company performance awards). In 2024, the Compensation Committee approved the payment of cash individual performance awards to the NEOs in the aggregate of approximately $492,609. The metrics used to measure individual performance included (i) business development activities; (ii) leasing activities; (iii) employee satisfaction and turnover; (iv) timely and accurate financial statement preparation and filing; (v) investor relations activities; (vi) capital markets activities; and (vi) environmental, social and governance (ESG) policy management. The NEOs 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 21,672 shares of restricted stock in lieu of their cash bonuses and were granted 21,672 additional shares based on the restriction period elected.

  34. 2023-2024 Annual Incentive Rewards Ending June 30, 2024

    | 26 | Community Healthcare Trust | 2025 PROXY STATEMENT |

  35. 2023-2024 Annual Incentive Rewards Ending June 30, 2024

    Consistent with prior years, executive officers were eligible to receive company performance awards in a range from 0% to 150% of executive salary based on decreasing calculated targeted dividend payout ratios moving from 95% to 80%. The metrics used by the Compensation Committee to determine the company performance award in 2024 was based on the $2.36 per share of AFFO and targeted dividend per share of $1.90 for the trailing four quarters ended June 30, 2024, resulting in an 80% dividend payout coverage for the targeted dividend. The coverage ratio of 80% resulted in a company performance award percentage of 150%. Since the company performance award targets 50% of each executive officer's base pay, the company performance award resulted in a 75% of base salary bonus payment. Based on attainment of these metrics, in 2024 the Compensation Committee approved the payment of cash company performance awards to the NEOs in the aggregate of approximately $1,477,826. The NEOs 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 65,017 shares of restricted stock in lieu of their cash bonuses and were granted 65,017 additional shares based on the restriction period elected.

  36. 2024-2025 Annual Incentive Rewards Beginning July 1, 2024

    2024-2025 Annual Incentive Rewards Beginning July 1, 2024 Beginning July 1, 2024 the NEOs’ annual incentive reward target compensation are calculated 70% upon the achievement of company performance goals and 30% upon the assessment of individual performance goals. The company performance goals are based on the following metrics:

  37. 2024-2025 Annual Incentive Rewards Beginning July 1, 2024

    | WEIGHTING | Company 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 |

  38. 2024-2025 Annual Incentive Rewards Beginning July 1, 2024

    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:

  39. 2024-2025 Annual Incentive Rewards Beginning July 1, 2024

    | NAMED EXECUTIVE OFFICER | 2024-2025 Annual Incentive Reward Target-Level Opportunity | | David H. Dupuy | 100% 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 |

  40. 2024-2025 Annual Incentive Rewards Beginning July 1, 2024

    | Community Healthcare Trust | 2025 PROXY STATEMENT | 27 |

  41. Interim Performance Results for 2024-2025 Annual Incentive Rewards as of December 31, 2024

    Interim Performance Results for 2024-2025 Annual Incentive Rewards as of December 31, 2024 Given the Company maintains an annual incentive reward performance period from July 1 through the following June 30 each year, the 2024-2025 annual incentive reward performance period will not be complete until June 30, 2025. The below chart provides a status update on how Company results are tracking for the annual incentive reward company performance metrics from July 1, 2024 through December 31, 2024 only as a reference. Final results will be calculated and determined by the Compensation Committee after June 30, 2025 results are available.

  42. Interim Performance Results for 2024-2025 Annual Incentive Rewards as of December 31, 2024

    | WEIGHTING | COMPANY PERFORMANCE METRIC | THRESHOLD | TARGET | MAXIMUM |

  43. Interim Performance Results for 2024-2025 Annual Incentive Rewards as of December 31, 2024

    | AFFO per share | | Dividend payout coverage | | Debt to total capitalization |

  44. Interim Performance Results for 2024-2025 Annual Incentive Rewards as of December 31, 2024

    | Status: In Progress (Tracking 10-15% Above Target) | | Status: In Progress (Tracking 15-20% Above Target) | | Status: In Progress (Tracking 15-20% Below Target) |

  45. LONG-TERM EQUITY INCENTIVE AWARDS

    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:

  46. 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 | |

  47. 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 upon the end date 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: DOC, 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 begins each July 1, 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. Finally, the Compensation Committee has set the following annual target-level opportunities for each named executive officer for their long-term equity incentive award:

  48. LONG-TERM EQUITY INCENTIVE AWARDS

    | Community Healthcare Trust | 2025 PROXY STATEMENT | 29 |

  49. LONG-TERM EQUITY INCENTIVE AWARDS

    | NAMED EXECUTIVE OFFICER | 2025 Long-Term Equity Incentive Award Target-Level Opportunity | | David H. Dupuy | 125% 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 |

  50. Annual Long-Term Equity Incentive Award Opportunities

    Annual Long-Term Equity Incentive Award Opportunities The table below sets forth information with respect to time-based and performance-based RSU awards granted, at the target level. Note that for the 2024 – 2027 long-term equity incentive award performance period, the Compensation Committee did not approve an award given the Company’s relative performance, the potential impact to G&A expense and equity share dilution, and to further align NEO compensation with the interests of stockholders.

  51. Annual Long-Term Equity Incentive Award Opportunities

    | | 2024 - 2027 Award (1) | | 2023 - 2026 Award (1) | | | NAMED EXECUTIVE OFFICER | Time-Based (#) | Performance-Based at Target (#) | Time-Based (#) | Performance-Based at Target (#) | | David H. Dupuy | — | — | 13,046 | 38,798 | | William G. Monroe IV | — | — | 8,062 | 23,978 | | Leigh Ann Stach | — | — | 7,495 | 22,290 | | Timothy L. Meyer | — | — | 5,020 | 14,928 |

  52. Annual Long-Term Equity Incentive Award Opportunities

    (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. The performance-based RSUs are shown at Target but are subject to a performance-based payout ratio of 0% to 200%.

  53. Interim Performance Results for Long-Term Equity Incentive Awards as of December 31, 2024

    Interim Performance Results for Long-Term Equity Incentive Awards as of December 31, 2024

  54. Interim Performance Results for Long-Term Equity Incentive Awards as of December 31, 2024

    | PERFORMANCE PERIOD & METRICS | Weight | 2023 | | 2024 | | 2025 | 2026 | 2027 | Status | | 2023-2026 | | | | | | | | | In Process | | Relative TSR | 35% | | 50% Completed | | | | | | Tracking Below Threshold - 0% | | Absolute TSR | 30% | | | | | | | | Tracking Below Threshold - 0% | | 2024-2027 | | | | | | | | | | | Not Awarded | | | | | 17% Completed | | | | Not Awarded |

  55. Interim Performance Results for Long-Term Equity Incentive Awards as of December 31, 2024

    | 30 | Community Healthcare Trust | 2025 PROXY STATEMENT |

  56. At Risk Compensation

    At Risk Compensation Since the Company's initial public offering or joining the Company, as applicable, all named executive officers through the alignment of interest program, as amended, have elected to take a significant portion of their compensation in restricted stock of the Company that cliff-vests in 3-years, 5-years, or 8-years. Until such time that those shares vest, each named executive officer is at risk of forfeiting those shares, as well as losing value of the shares should events occur, including management errors, that negatively impact the financial results or performance of the Company. Additionally, NEO annual incentive rewards and long-term equity awards are performance-based. We believe this compensation program aligns executive management with our stockholders, encourages appropriate long-term decision-making and effectively rewards or punishes executive management for their decisions made.

  57. Practices Related to the Grant of Certain Equity Awards

    Practices Related to the Grant of Certain Equity Awards We do not grant stock options, stock appreciation rights ("SARs"), or similar option-like arrangements and, as such, do not have any policy or practice in place on the timing of awards of options, SARs, or similar option-like instruments in relation to the disclosure of material non-public information. If, in the future, we anticipate granting stock options, SARs, or similar option-like instruments, we may determine to establish a policy regarding how the Board or Compensation Committee determines when to grant such awards and how the Board or Compensation Committee will take material non-public information into account when determining the timing and terms of such awards.

  58. EMPLOYMENT AGREEMENTS OF NAMED EXECUTIVE OFFICERS AS OF DECEMBER 31, 2024

    EMPLOYMENT AGREEMENTS OF NAMED EXECUTIVE OFFICERS AS OF DECEMBER 31, 2024 We entered into employment agreements with each of Mr. Dupuy, Mr. Monroe, Ms. Stach, and Mr. Meyer. As amended on January 3, 2024, the annual base salary of each of Mr. Dupuy, Mr. Monroe, Ms. Stach, and Mr. Meyer under each of their employment agreements was $666,668, $494,400, $459,600, and $349,766, 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 employment agreements provide that, if employment is terminated for any reason other than for cause or voluntary termination, each executive officer is entitled to receive full vesting of all awards granted to the executive officer under our equity compensation plans. In addition, if an executive officer is terminated for disability, the terminated executive officer will receive continued medical and dental benefits through the then current one-year term of the employment agreement. If an executive officer is terminated other than for cause, death, disability, or a voluntary termination, the executive officer will receive as severance compensation his or her base salary 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. 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; 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.

  59. EMPLOYMENT AGREEMENTS OF NAMED EXECUTIVE OFFICERS AS OF DECEMBER 31, 2024

    | 32 | Community Healthcare Trust | 2025 PROXY STATEMENT |

  60. EMPLOYMENT AGREEMENTS OF NAMED EXECUTIVE OFFICERS AS OF DECEMBER 31, 2024

    The severance payment in the event of a termination upon 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. Each employment agreement contains customary non-competition and non-solicitation covenants that apply during the term while the executive officer is receiving severance payments and for 12 months following a termination upon a change in control. 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 2024 were Claire Gulmi (Chair), Robert Hensley, and Lawrence Van Horn. In 2024, 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.

  61. EMPLOYMENT AGREEMENTS OF NAMED EXECUTIVE OFFICERS AS OF DECEMBER 31, 2024

    | Community Healthcare Trust | 2025 PROXY STATEMENT | 33 |

  62. EMPLOYMENT AGREEMENTS OF NAMED EXECUTIVE OFFICERS AS OF DECEMBER 31, 2024

    Compensation Tables

  63. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below sets forth the compensation paid in fiscal years 2024, 2023, and 2022 to our principal executive officers and the three most highly compensated executive officers. 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 50% of his or her salary, and 100% of his or her bonus and long-term incentive compensation in the form of restricted common stock under our 2014 Incentive Plan and our 2024 Incentive Plan for the year ending December 31, 2024 and took 100% of his or her salary, bonus and long-term incentive compensation in the form of restricted stock through December 31, 2023. In compliance with the terms of the Alignment of Interest Program, as amended, 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 28 of this proxy statement. All shares of restricted stock issued in lieu of cash compensation and any shares of restricted stock issued under the Alignment of Interest Program, as amended, 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 and each named executive officer's employment agreement. The following table sets forth the compensation of our named executive officers for the fiscal years 2024, 2023, and 2022.

  64. 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) ($) | | David H. Dupuy(6) Chief Executive Officer and President | 2024 | 333,334 | 333,334 | — | 666,668 | 1,776,096 | 13,825 | 3,123,257 | | | 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 | | William G. Monroe(7) Chief Financial Officer and Executive Vice President | 2024 | 247,200 | 247,200 | — | 494,400 | 1,359,450 | 13,171 | 2,361,421 | | | 2023 | — | 280,000 | — | 48,000 | 1,063,678 | 13,025 | 1,404,703 | | Leigh Ann Stach Chief Accounting Officer and Executive Vice President | 2024 | 229,800 | 229,800 | — | 459,600 | 948,888 | 13,825 | 1,881,913 | | | 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 | | Timothy L. Meyer Executive Vice President - Asset Management | 2024 | 174,883 | 174,883 | — | 349,766 | 792,329 | 13,825 | 1,505,686 | | | 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 |

  65. SUMMARY COMPENSATION TABLE

    (1)All of our named executive officers agreed to take 50% of their salary for 2024 in cash and acquire shares of restricted common stock in lieu of the remaining 50% of their salary for the fiscal year ended December 31, 2024. All of our named executive officers agreed to acquire shares of restricted common stock in lieu of all cash compensation for the fiscal years ended December 31, 2023, and 2022, as applicable. (2)The amounts represent all or a portion of the annual base salary of each named executive officer set forth in the table pursuant to their employment agreements, 50% of which was paid in shares of our restricted common stock in lieu of cash for the 2024 and 100% of which was paid in shares of our restricted common stock in lieu of cash for 2023 and 2022. The number of shares of common stock issued in 2024 was based on $26.04, which was the average price of our common stock for the 10 days preceding January 12, 2024, the determination date. The number of shares of common stock issued in 2023 was based on

  66. SUMMARY COMPENSATION TABLE

    | 34 | Community Healthcare Trust | 2025 PROXY STATEMENT |

  67. SUMMARY COMPENSATION TABLE

    $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. All of the shares of our restricted common stock issued in lieu of cash compensation are subject to three, five or eight-year cliff 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 and each named executive officer's employment agreement. (3)The bonus amounts paid in each of the years 2024, 2023 and 2022 represent the annual bonus of each named executive officer based on individual performance awards and Company performance awards approved by the Compensation Committee, 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 2024 was based on $22.73, which was the average price of our common stock for the 10 days preceding August 8, 2024, the determination date. 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. 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 and each named executive officer's employment agreement. (4)Represents the aggregate fair value computed in accordance with FASB ASC Topic 718 of awards of restricted common stock and/or restricted stock units to the named executive officers for the years ended December 31, 2024, 2023, and 2022 under the 2014 Incentive Plan and the 2024 Incentive Plan. The dollar values of the awards related to base salaries and bonuses for 2024, 2023, and 2022 are based on the grant date value of such awards and the restriction multiples for cash compensation deferrals outlined in our Alignment of Interest Program, as amended. Awards granted to our named executive officers in connection with their base salaries for 2024, 2023, and 2022, were based on grant date values of such awards of $26.06 per share, $40.62 per share, and $46.63 per share, respectively. Awards granted to our named executive officers in connection with their annual bonuses for 2024, 2023, and 2022 were based on grant date values of such awards of $18.95 per share, $34.62 per share, and $40.32 per share per share, respectively. The dollar values of performance-based RSUs granted in 2024 are based on the grant date value of such awards, as determined through Monte-Carlo valuation. Awards granted to our named executive officers in connection with forward-looking performance in 2024 were based on grant date values of such awards of $13.67 and $20.77, for absolute and relative performance, 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 and 2022, as outlined in the Executive Officer Incentive Program, as amended, are based on the grant date value of such awards of $34.77 per share and $38.68 per share, respectively. The 7,000 restricted shares award granted to Mr. Monroe in each of the years 2024 and 2023 were based on grant date values of $23.65 per share and $32.73 per share, respectively. (5)Generally includes employer contributions to the executive officer's health savings account (HSA) and 401(k). Mr. Monroe's other compensation for 2023 also includes temporary living expenses. (6)Joined the Company as a named executive officer on May 1, 2019 and served as the Company's Executive Vice President and Chief Financial Officer until March 6, 2023, when our Board of Directors appointed Mr. Dupuy to serve as Chief Executive Officer and President upon the passing of our former CEO and President. (7)Joined the Company as a named executive officer on June 1, 2023 and was awarded 7,000 shares of restricted stock and was awarded an additional 7,000 shares in 2024.

  68. SUMMARY COMPENSATION TABLE

    | Community Healthcare Trust | 2025 PROXY STATEMENT | 35 |

  69. SUMMARY COMPENSATION TABLE

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

  70. SUMMARY COMPENSATION TABLE

    | | | | Performance Based Incentive Compensation | | | | | | | | | NAME | Year | Total Compensation ($) | Bonus Stock(1) ($) | Alignment of Interest Stock(2) ($) | Absolute TSR-based Units ($) | Relative TSR-based Units ($) | 3-Year Total Shareholder Return Stock ($) | 5-Year Total Shareholder Return Stock ($) | Total Performance Based Incentive Compensation ($) | Percent of Total Compensation (%) | | David H. Dupuy(3) | 2024 | 3,123,257 | 666,668 | 444,939 | 300,002 | 350,016 | — | — | 1,761,625 | 56.4 | | | 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 | | William G. Monroe IV(4) | 2024 | 2,361,421 | 494,400 | 329,963 | 185,406 | 216,320 | — | — | 1,226,089 | 51.9 | | | 2023 | 1,404,703 | 48,000 | 354,568 | — | — | 120,000 | 360,000 | 882,568 | 62.8 | | Leigh Ann Stach | 2024 | 1,881,913 | 459,600 | 306,738 | 172,351 | 201,095 | — | — | 1,139,784 | 60.6 | | | 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 | | Timothy L. Meyer | 2024 | 1,505,686 | 349,766 | 233,439 | 115,429 | 134,673 | — | — | 833,307 | 55.3 | | | 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 |

  71. SUMMARY COMPENSATION TABLE

    (1)For 2024, each executive officer elected to take 50% of his or her salary and 100% of his or her bonus in shares of restricted stock with 3-year, 5-year or 8-year cliff vesting. In prior years, each executive officer 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 Alignment of Interest Program, as amended, which is part of the Company's 2014 and/or 2024 Incentive Plans. (3)Mr. Dupuy was promoted to Chief Executive Officer and President on March 6, 2023. (4)Mr. Monroe joined the Company on June 1, 2023 as Executive Vice President and Chief Financial Officer.

  72. SUMMARY COMPENSATION TABLE

    | 36 | Community Healthcare Trust | 2025 PROXY STATEMENT |

  73. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides additional information relating to grants of plan-based awards made to our named executive officers during 2024.

  74. GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other stock awards: Number of shares of stock (#) | Grant date fair value of stock awards(2) ($) | | NAME GRANT TYPE(1) | | Grant date | Threshold (#) | Target (#) | Maximum (#) | | | | David H. Dupuy | | | | | | | | | | Absolute TSR-based Units | 1/2/2024 | 10,973 | 21,946 | 43,892 | | 300,002 | | | Relative TSR-based Units | 1/2/2024 | 8,426 | 16,852 | 33,704 | | 350,016 | | | Time-based Units(3) | 1/2/2024 | | 13,046 | | | 347,285 | | | Elective salary deferral | 1/12/2024 | | | | 12,801 | 333,594 | | | Elective annual bonus deferral | 8/8/2024 | | | | 29,330 | 555,804 | | William G. Monroe IV | | | | | | | | | | Absolute TSR-based Units | 1/2/2024 | 6,782 | 13,563 | 27,126 | | 185,406 | | | Relative TSR-based Units | 1/2/2024 | 5,208 | 10,415 | 20,830 | | 216,320 | | | Time-based Units(3) | 1/2/2024 | | 8,062 | | | 214,610 | | | Elective salary deferral | 1/12/2024 | | | | 9,494 | 247,414 | | | CFO grant | 6/3/2024 | | | | 7,000 | 165,550 | | | Elective annual bonus deferral | 8/8/2024 | | | | 21,751 | 412,181 | | Leigh Ann Stach | | | | | | | | | | Absolute TSR-based Units | 1/2/2024 | 6,304 | 12,608 | 25,216 | | 172,351 | | | Relative TSR-based Units | 1/2/2024 | 4,841 | 9,682 | 19,364 | | 201,095 | | | Time-based Units(3) | 1/2/2024 | | 7,495 | | | 199,517 | | | Elective salary deferral | 1/12/2024 | | | | 2,648 | 69,007 | | | Elective annual bonus deferral | 8/8/2024 | | | | 20,220 | 383,169 | | Timothy L Meyer | | | | | | | | | | Absolute TSR-based Units | 1/2/2024 | 4,222 | 8,444 | 16,888 | | 115,429 | | | Relative TSR-based Units | 1/2/2024 | 3,242 | 6,484 | 12,968 | | 134,673 | | | Time-based Units(3) | 1/2/2024 | | 5,020 | | | 133,632 | | | Elective salary deferral | 1/12/2024 | | | | 6,716 | 175,019 | | | Elective annual bonus deferral | 8/8/2024 | | | | 15,388 | 291,603 |

  75. GRANTS OF PLAN-BASED AWARDS

    (1)The Absolute TSR-based Units, Relative TSR-based Units, Time-based Units, each granted on January 2, 2024, and the Elective salary deferrals, granted on January 12, 2024, were awarded pursuant to the 2014 Incentive Plan. The CFO grant on June 3, 2024 and the Elective annual bonus deferrals, granted on August 8, 2024, were awarded pursuant to the 2024 Incentive Plan. (2)Represents the fair value in accordance with FASB Topic 718. (3)The Time-based Units granted in 2024, as shown, in the table, vest proratably on June 30 in each of the years 2024, 2025 and 2026. As such, approximately one-third of each of these grants shown in the table vested during 2024.

  76. GRANTS OF PLAN-BASED AWARDS

    | Community Healthcare Trust | 2025 PROXY STATEMENT | 37 |

  77. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 The following table sets forth all outstanding equity awards held by each of our named executive officers at December 31, 2024.

  78. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | NAME AWARD TYPE | | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | David H. Dupuy | | | | | | | | Restricted stock | 251,654 | 4,834,273 | | | | | Time-based Units | 8,698 | 167,089 | | | | | Absolute TSR-based Units | — | | 10,973 | 210,791 | | | Relative TSR-based Units | — | | 8,426 | 161,863 | | William G. Monroe IV | | | | | | | | Restricted stock | 69,252 | 1,330,331 | | | | | Time-based Units | 5,375 | 103,254 | | | | | Absolute TSR-based Units | — | | 6,782 | 130,282 | | | Relative TSR-based Units | — | | 5,208 | 100,046 | | Leigh Ann Stach | | | | | | | | Restricted stock | 232,190 | 4,460,370 | | | | | Time-based Units | 4,997 | 95,992 | | | | | Absolute TSR-based Units | — | | 6,304 | 121,100 | | | Relative TSR-based Units | — | | 4,841 | 92,996 | | Timothy L. Meyer | | | | | | | | Restricted stock | 100,999 | 1,940,191 | | | | | Time-based Units | 3,347 | 64,296 | | | | | Absolute TSR-based Units | — | | 4,222 | 81,105 | | | Relative TSR-based Units | — | | 3,242 | 62,279 |

  79. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    (1)The shares of restricted common stock are subject to three-year, five-year or eight-year cliff vesting through 2032, subject to continued employment with the Company on the vesting date. The Time-based Units are scheduled to vest in two equal installments on June 30, 2025 and 2026, subject to continued employment with the Company on the vesting date. (2)The market values of the unvested restricted common stock are 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, 2024, which was $19.21. The market values of the unvested, unearned Absolute and Relative TSR-based Units are calculated by multiplying the number of unvested units at a threshold payout level (50%) held by the applicable named executive officer by the closing price of our common stock on December 31, 2024, which was $19.21. (3)The unvested, unearned Absolute and Relative TSR-based Units reflect a payout at threshold level (50%). The actual payout level will be based on the performance of each such award at the end of the performance period, or June 30, 2026.

  80. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | 38 | Community Healthcare Trust | 2025 PROXY STATEMENT |

  81. 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. Under these rules, the Company may identify its median employee once every three years unless there has been a significant change in its employee population or employee compensation arrangements that the Company reasonably believes would result in a significant change in its pay ratio disclosure. The Company does not believe there has been a significant change during 2024, as compared to 2023, that would warrant identifying a new median employee due to the following: •The Company's non-executive compensation policies and structure remained unchanged in 2024, as compared to 2023; •The Company's employee base has remained fairly constant. At December 31, 2024, the Company employed 36 employees, as compared to 37 employed at December 31, 2023; •Using the same median employee identified in 2023 for the 2024 pay ratio calculation did not materially impact the decrease in the reported pay ratio year over year. The decrease in the reported pay ratio from 2023 to 2024 was mostly impacted by a reduction in CEO pay from changes to the Executive Officer Incentive Program in 2024. For 2023, 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. The Company's 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, 2024, the Company's median employee's compensation was $139,999 per year. At December 31, 2024, the Company's CEO, Mr. Dupuy, had an annual total compensation of $3,123,257. This amount is comprised of several components, as reflected in the Summary Compensation Table beginning on page 34. Additional information concerning Mr. Dupuy's total compensation is provided in the Compensation Discussion and Analysis section beginning on page 18.

  82. CEO PAY RATIO

    | Community Healthcare Trust | 2025 PROXY STATEMENT | 41 |

  83. CEO PAY RATIO

    The ratio of CEO pay to median employee pay at December 31, 2024 was 22:1. The table below illustrates the details of the calculation.

  84. CEO PAY RATIO

    | | CEO to Median Employee Pay Ratio | | | PAY | Chief Executive Officer and President ($) | Median Employee ($) | | Salary | | | | Cash | 333,334 | 100,500 | | Salary stock | 333,334 | — | | Bonus | | | | Cash | — | 25,000 | | Bonus stock | 666,668 | — | | Alignment of Interest Stock | 778,793 | 33 | | Time-based Units | 347,285 | — | | Performance-based Units | 650,018 | — | | Non-Executive Restricted Stock Award | — | 10,000 | | All Other Compensation | 13,825 | 4,466 | | Total | 3,123,257 | 139,999 | | CEO to Median Employee Pay Ratio | | 22:1 |

  85. 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 2024, 2023, 2022, 2021, and 2020 for our principal executive officers ("PEOs") and, as an average, for our other named executive officers ("NEOs").

  86. PAY VERSUS PERFORMANCE TABLE

    | | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid to PEO(2) | | | | Value of Initial Fixed $100 Investment Based On: | | | Company Selected Measure | | Year | David H. Dupuy ($) | Timothy G. Wallace ($) | David H. Dupuy ($) | Timothy G. Wallace ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Company TSR(5) ($) | NAREIT All Equity REIT Index TSR(6) ($) | Net (Loss) Income(7) ($) | Targeted Dividend Payout Ratio(8) (%) | | 2024 | 3,123,257 | n/a | 1,805,153 | n/a | 1,916,340 | 1,224,363 | 58.09 | 117.56 | (3,181,000) | 80 | | 2023 | 3,533,747 | 24,793,238 | 2,076,455 | 24,959,265 | 1,932,118 | 1,170,765 | 73.98 | 112.04 | 7,714,000 | 74 | | 2022 | n/a | 4,540,328 | n/a | 1,654,573 | 2,304,256 | 1,356,528 | 94.24 | 100.62 | 22,019,000 | 74 | | 2021 | n/a | 4,788,861 | n/a | 5,472,517 | 2,191,019 | 2,374,549 | 118.86 | 134.06 | 22,492,000 | 78 | | 2020 | n/a | 3,737,563 | n/a | 5,082,204 | 2,165,944 | 2,732,964 | 114.20 | 94.88 | 19,077,000 | 87 |

  87. PAY VERSUS PERFORMANCE TABLE

    (1)Represents total compensation as calculated on the Summary Compensation Table ("SCT") for David H. Dupuy, who was appointed as CEO and President on March 6, 2023 and Timothy G. Wallace, who was our CEO and President until his passing on March 3, 2023. (2)Adjustments to Determine Compensation Actually Paid to David H. Dupuy (PEO) for the years 2024 and 2023 and to Timothy G. Wallace (PEO) for the years 2023, 2022, 2021 and 2020 are shown in the table below.

  88. PAY VERSUS PERFORMANCE TABLE

    | | David H. Dupuy | | Timothy G. Wallace | | | | | | 2024 ($) | 2023 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 3,123,257 | 3,533,747 | 24,793,238 | 4,540,328 | 4,788,861 | 3,737,563 | | Deduction for Amounts Reported under the "Stock Awards" Column in the SCT | (1,776,096) | (2,125,913) | (1,015,989) | (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 | 1,209,886 | 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 | (1,556,756) | (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 | 100,221 | — | 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 | 704,641 | 511,416 | 279,564 | 955,625 | 754,706 | 585,103 | | Total Adjustments | (1,318,104) | (1,457,292) | 166,027 | (2,885,755) | 683,656 | 1,344,641 | | Compensation Actually Paid | 1,805,153 | 2,076,455 | 24,959,265 | 1,654,573 | 5,472,517 | 5,082,204 |

  89. PAY VERSUS PERFORMANCE TABLE

    | Community Healthcare Trust | 2025 PROXY STATEMENT | 43 |

  90. PAY VERSUS PERFORMANCE TABLE

    (3)Average Summary Compensation for Years 2024 and 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.

  91. PAY VERSUS PERFORMANCE TABLE

    | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total | 1,916,340 | 1,932,118 | 2,304,256 | 2,191,019 | 2,165,944 | | Deduction for Amounts Reported under the "Stock Awards" Column in the SCT | (1,033,556) | (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 | 743,455 | 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 | (790,611) | (703,497) | (1,076,505) | 10,338 | 316,825 | | Fair Value as of the Vesting Date of Awards Granted and Vested in the Same Year | 52,692 | — | — | — | — | | Increase (Deduction) in Fair Value from the Vesting Date to Current Year End for Awards Granted in Prior Years that Vested during the Year | (17,641) | (4,320) | — | — | — | | Deduction for the Fair Value as of Prior Year End of Awards Forfeited or Cancelled during the Current Year | (34,845) | (10,955) | — | — | — | | Increase based on Dividends or Other Earnings Paid during the year prior to Vesting Date of Award | 388,529 | 284,246 | 316,764 | 223,232 | 247,287 | | Total Adjustments | (691,977) | (761,353) | (947,728) | 183,530 | 567,020 | | Average Compensation Actually Paid | 1,224,363 | 1,170,765 | 1,356,528 | 2,374,549 | 2,732,964 |

  92. 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 (Loss) Income per our Consolidated Statements of Income included in our Annual Reports on Form 10-K for each of the years ended December 31, 2024, 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.

  93. PAY VERSUS PERFORMANCE TABLE

    | 44 | Community Healthcare Trust | 2025 PROXY STATEMENT |

  94. 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 2024. Moreover, the Company seeks to incentivize long-term performance and our executives have elected to receive a significant portion of their compensation in shares of restricted stock.

  95. 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. The NAREIT All Equity REIT Index is not used by the Company in determining executive compensation.

  96. 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.

  97. 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 Performance Award ("CPA"), through June 30, 2024, was 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 provided 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 2024, 2023, 2022 and 2021 and 90% for 2020. Since the CPA targeted 50% of each executive officer's base pay, the CPA resulted in bonus payments of 75%, 75%, 75%, 75% and 45%, respectively, for the years 2024, 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, as amended, that cliff vest in 8 years.

  98. Compensation Actually Paid and 3-Year Performance Based RSUs

    Compensation Actually Paid and 3-Year Performance Based RSUs As described in more detail in Compensation Discussion and Analysis, the Company's 3-year Performance Based RSU Awards were implemented in 2024 for the 3-year performance period beginning July 1, 2023 and were designed to be a long-term incentive award based on a three-year forward-looking performance period measured against our peer group for that performance period. These forward-looking RSU awards are measured based on (i) growth in the Company's TSR (the "3-Year Absolute TSR Award") and (ii) TSR performance relative to our relative TSR peer group (the "3-Year Relative TSR Award"). These awards for 2024 were granted in restricted stock units and the payout levels, if any, will be based on performance as determined under each of these TSR awards.

  99. Compensation Actually Paid and 3-Year Time-Based RSUs

    Compensation Actually Paid and 3-Year Time-Based RSUs As described in more detail in Compensation Discussion and Analysis, the Company's 3-year Time-Based RSU Awards were implemented in 2024 for the 3-year service period beginning July 1, 2023. These awards vest ratably over a three-year period on each June 30.

  100. Compensation Actually Paid and 3-Year Time-Based RSUs

    | Community Healthcare Trust | 2025 PROXY STATEMENT | 45 |

  101. Compensation Actually Paid and 3-Year Time-Based RSUs

    Equity Compensation Plan Information The following table gives information about shares of our common stock that may be issued under our 2024 Incentive Plan as of December 31, 2024.

  102. Compensation Actually Paid and 3-Year Time-Based RSUs

    | 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 | — | — | 1,014,260 | | Equity compensation plans not approved by stockholders | — | — | 176,709(1) | | Total | — | — | 1,190,969 |

  103. Compensation Actually Paid and 3-Year Time-Based RSUs

    (1)These 176,709 shares are reserved under our Alignment of Interest Program, as amended, for purchase by our employees and directors in exchange for the cash compensation.

  104. Compensation Actually Paid and 3-Year Time-Based RSUs

    | 46 | Community Healthcare Trust | 2025 PROXY STATEMENT |

  105. Compensation Actually Paid and 3-Year Time-Based RSUs

    | PROPOSAL 2 | Non-Binding Advisory Vote on Executive Compensation The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables the Company's stockholders to vote to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in this proxy statement in accordance with the SEC's rules. As discussed in the Compensation Discussion and Analysis section of this proxy statement beginning on page 18, the Company's executive compensation policies are designed to align the interests of the named executive officers with the interests of our shareholders, link executive compensation to the Company's overall performance, and attract, retain, and motivate our named executive officers. The Board believes that its executive compensation programs have been effective at appropriately aligning pay and Company performance, promoting the achievement of the long-term positive results in its performance criteria, and enabling the Company to attract and retain talented executives within its industry. The Board is asking stockholders to indicate their support for the named executive officer compensation described in this proxy statement. This proposal, commonly known as a "say-on-pay" proposal, gives stockholders the opportunity to express views on the Company's executive compensation for its named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company's named executive officers and the policies and procedures described in this proxy statement. Accordingly, the Board asks stockholders to vote "FOR" the following resolution: RESOLVED, that the stockholders of Community Healthcare Trust Incorporated approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Company's proxy statement for the 2025 annual meeting of stockholders. Although this is an advisory vote that will not be binding on the Compensation Committee or the Board, the Board will carefully review the results of the vote. The Compensation Committee will also carefully consider stockholders' concerns when designing future executive compensation programs. Required Vote The affirmative vote of a majority of the shares cast on the matter is required to approve, on an advisory basis, the say on pay vote. As an advisory vote, this proposal is not binding upon us. However, the Compensation Committee of our Board of Directors, which is responsible for designing and administering our executive compensation program, values the opinions expressed by our stockholders and will consider the outcome of the vote when making future compensation decisions. | | | | | Our Board of Directors unanimously recommends a vote "FOR" the resolution approving the compensation of the Company's named executive officers. | |

  106. Compensation Actually Paid and 3-Year Time-Based RSUs

    | Community Healthcare Trust | 2025 PROXY STATEMENT | 47 |

  107. Compensation Actually Paid and 3-Year Time-Based RSUs

    | PROPOSAL 3 | Ratification of the Appointment of BDO USA, P.C. as Our Independent Registered Public Accountants for 2025 General We are asking our stockholders to ratify the selection of BDO USA, P.C. as our independent registered public accountants for 2025. Although current law, rules and regulations, as well as the charter of the Audit Committee, require the Audit Committee to engage, retain and supervise our independent registered public accountants, we view the selection of the independent registered public accountants as an important matter of stockholder concern and thus are submitting the selection of BDO USA, P.C. for ratification by stockholders as a matter of good corporate practice. The Audit Committee appointed BDO USA, P.C. to serve as our independent registered public accountants for the 2024 fiscal year and has appointed BDO USA, P.C. to serve as our independent registered public accountants for the 2025 fiscal year. A representative of BDO USA, P.C. is expected to attend the annual meeting. If present, the representative will have the opportunity to make a statement and will be available to respond to appropriate questions. BDO USA, P.C. has served as our independent registered public accountants since 2015. | | | | | Our Board of Directors unanimously recommends a vote "FOR" the ratification of BDO USA, P.C. as our independent registered public accountants for 2025. | |