DEF 14A of American Healthcare REIT, Inc., Aug 28, 2024

DEF 14A of American Healthcare REIT, Inc.

Filed Aug 28, 2024 · FY20230001632970-24-000098

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Background

    Background Our Board of Directors currently consists of nine directors and is comprised of Jeffrey T. Hanson, Scott A. Estes, Brian J. Flornes, Dianne Hurley, Marvin R. O’Quinn, Danny Prosky, Valerie Richardson, Mathieu B. Streiff and Wilbur H. Smith III. Our charter and bylaws provide that the number of directors never be less than one, with a maximum of 15 directors, and that our directors each serve a term of one year, but may be re-elected. The following table sets forth the names of and summary information regarding each incumbent director nominated by our Board of Directors to serve as our director for a term of office commencing on the date of the 2024 Annual Meeting of Stockholders and ending on the date of the 2025 Annual Meeting of Stockholders. Each director will hold office until his or her successor has been elected and qualifies or until the director's earlier resignation or removal.

  3. Background

    | Name | Position | Appointed as Director Since | Age | Committees | Appointed to Committee Since | | Jeffrey T. Hanson | Non-Executive Chairman of the Board of Directors | 2015 | 53 | | | | Danny Prosky | Chief Executive Officer, President, Director | 2021 | 59 | | | | Mathieu B. Streiff | Director | 2021 | 49 | | | | Scott A. Estes | Independent Director | 2022 | 53 | Audit (Chairman) | 2022 | | Brian J. Flornes | Independent Director | 2016 | 60 | Audit; Nominating and Corporate Governance (Chairman) | 2016; 2021 | | Dianne Hurley | Independent Director | 2016 | 61 | Audit; Compensation (Chairwoman) | 2016; 2021 | | Marvin R. O’Quinn | Independent Director | 2023 | 72 | Compensation | 2023 | | Valerie Richardson | Independent Director | 2023 | 65 | Compensation; Nominating and Corporate Governance | 2023; 2023 | | Wilbur H. Smith III | Independent Director | 2016 | 52 | Nominating and Corporate Governance | 2021 |

  4. Background

    Unless otherwise instructed on the proxy, the shares represented by proxies will be voted FOR each of the nominees for director named above. Each of the nominees has consented to being named as a nominee in this proxy statement and has agreed that, if elected, he or she will serve on our Board of Directors for a one-year term ending on the date of the 2025 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualifies. If any nominee becomes unavailable for any reason, the shares represented by proxies may be voted for a substitute nominee designated by our Board of Directors. We are not aware of any family relationship among any of the nominees to become directors, the executive officers or other key officers of American Healthcare REIT. Each of the nominees for election as director has stated that there is no arrangement or understanding of any kind between him or her and any other person relating to his or her election as a director, except that such nominees agreed to serve as our directors if elected.

  5. Director Qualifications

    Director Qualifications We believe that our Board of Directors should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to our operations and interests. Each director also is expected to: exhibit high standards of integrity, commitment and independence of thought and judgment; use his or her skills and experiences to provide independent oversight to our business; participate in a constructive and collegial manner; be willing to devote sufficient time to carrying out his or her duties and responsibilities effectively; devote the time and effort necessary to learn our business; and represent the long-term interests of our stockholders. Furthermore, we believe our Board of Directors should be comprised of persons with skills in areas such as: finance, real estate, leadership of business organizations and legal matters. In addition to the targeted skill areas as noted above, we endeavor to select members of our Board of Directors which have a strong record of achievement in key knowledge areas that are critical for directors to add value to our Board of Directors, including: •Strategy — knowledge of our business model, the formulation of corporate strategies, knowledge of key competitors and markets; •Relationships — understanding how to interact with investors, accountants, attorneys, management companies and markets in which we operate; and •Functional — understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues and marketing.

  6. Information about Director Nominees

    Information about Director Nominees Jeffrey T. Hanson, age 53, has served as our non-executive Chairman of the Board since June 2022, having previously served as our Executive Chairman of the Board since October 2021, and our Chief Executive Officer and Chairman of the Board from January 2015 until October 2021. He was also one of the founders and owners of AHI Group Holdings, LLC, or AHI Group Holdings, an investment management firm founded in 2011 that owned a controlling interest in American Healthcare Investors, LLC, or AHI, which served as one of our co-sponsors and indirectly owned a majority interest in our former adviser. Mr. Hanson was a founding principal, and served as Managing Director, of AHI from December 2014 until October 2021. Mr. Hanson also served as Chief Executive Officer and Chairman of the board of directors of Griffin-American Healthcare REIT III, Inc., or GAHR III, from January 2013 until October 2021, and previously served as Chief Executive Officer and Chairman of the board of directors of Griffin-American Healthcare REIT II, Inc., or GAHR II, from January 2009 to December 2014. He also served as the Executive Vice President, Investment Programs, of Grubb & Ellis Company, or Grubb & Ellis, from December 2007 to November 2011 and served as Chief Investment Officer of several investment management subsidiaries within the Grubb & Ellis organization from July 2006 to November 2011. From 1997 to July 2006, Mr. Hanson served as Senior Vice President with Grubb & Ellis’ Institutional Investment Group in the firm’s Newport Beach office. Additionally, from December 2015 to November 2016, Mr. Hanson served as a member of the board of directors of Trilogy Investor, LLC, or Trilogy. Mr. Hanson received a B.S. degree in Business from the University of Southern California with an emphasis in Real Estate Finance. Our Board of Directors selected Mr. Hanson to serve as a director because he currently serves as our non-executive Chairman of the Board, and he previously served as our Chief Executive Officer and Chairman of the Board for eight years. Mr. Hanson has also served in various executive roles overseeing all aspects of commercial real estate investment activities. Additionally, Mr. Hanson has insight into the development, finance, operations and marketing aspects of our company. He has knowledge of the real estate and healthcare industries and relationships with chief executives and senior management at real estate and healthcare companies. Our Board of Directors believes that his executive experience in the real estate industry coupled with his deep knowledge of our company’s strategies and operations bring strong financial and operational expertise to our Board of Directors. Danny Prosky, age 59, has served as our Chief Executive Officer, and as a member of our Board of Directors, since October 2021, and has served as our President since January 2015. Mr. Prosky previously served as our Chief Operating Officer from January 2015 to October 2021 and our Interim Chief Financial Officer from October 2015 to June 2016. He was also one of the founders and owners of AHI Group Holdings. Mr. Prosky was a founding principal, and served as Managing Director, of AHI from December 2014 until October 2021. Mr. Prosky has also served as President and Chief Operating Officer of GAHR III from January 2013 until October 2021, as its Interim Chief Financial Officer from August 2015 to June 2016, and as one of its directors from December 2014 until October 2021. He previously served as President, Chief Operating Officer and a director of GAHR II from January 2009 to December 2014. He also served as the Executive Vice President, Healthcare Real Estate of Grubb & Ellis Equity Advisors from September 2009 to November 2011, having served in various capacities within the Grubb & Ellis organization from March 2006 to November 2011, in which he was responsible for all medical property acquisitions, management and dispositions. He served as the Executive Vice President — Acquisitions of Grubb & Ellis Healthcare REIT, Inc., which became known as Healthcare Trust of America, Inc. in August 2009 and subsequently as Healthcare Realty Trust Incorporated in July 2022, from April 2008 to June 2009, having served as its Vice President — Acquisitions from September 2006 to April 2008. Mr. Prosky previously worked for HCP, Inc., which is now known as Healthpeak Properties, Inc. (NYSE: DOC), a publicly traded healthcare REIT, where he served as the Assistant Vice President — Acquisitions & Dispositions from February 2005 to March 2006 and as Assistant Vice President — Asset Management from November 1999 to February 2005. From 1992 to 1999, he served as the Manager, Financial Operations, Multi-Tenant Facilities for American Health Properties, Inc., or American Healthcare Properties. Additionally, since December 2015, Mr. Prosky has also served as a member of the board of directors of Trilogy. Mr. Prosky received a B.S. degree in Finance from the University of Colorado and an M.S. degree in Management from Boston University. Our Board of Directors selected Mr. Prosky to serve as a director because he is our Chief Executive Officer and President and his primary focus has been on the acquisition and operation of healthcare and healthcare-related properties. He has significant knowledge of, and relationships within, the real estate and healthcare industries, due in part to the 14 years he worked at HCP, Inc. and American Healthcare Properties. Our Board of Directors believes that his executive experience in the real estate industry coupled with his deep knowledge of our company’s strategies and operations bring strong financial and operational expertise to our Board of Directors. Mathieu B. Streiff, age 49, has served as a member of our Board of Directors since October 2021. Prior to that, he served as our Executive Vice President from August 2022 until December 2022, and as our Chief Operating Officer from October 2021 until August 2022. Mr. Streiff also served as our Executive Vice President and General Counsel from January 2015 until October 2021. He was also one of the founders and owners of AHI Group Holdings. Mr. Streiff also was a founding principal and served as Managing Director from December 2014 until October 2021, and General Counsel from December 2014 to December 2019, of AHI. He also served as Executive Vice President, General Counsel of GAHR III from July 2013 until October 2021, having served as its Executive Vice President from January 2013 to July 2013. Mr. Streiff served as Executive Vice President, General Counsel of GAHR II from September 2013 to December 2014, having served as its Executive Vice President from January 2012 to September 2013. From March 2006 to 2011, Mr. Streiff also served in various capacities within the Grubb & Ellis organization, including General Counsel, Executive Vice President and Secretary of Grubb & Ellis from October 2010 to June 2011. From September 2002 until March 2006, Mr. Streiff was an associate in the real estate department of Latham & Watkins LLP in New York, New York. Additionally, from December 2015 to November 2022, Mr. Streiff has also served as a member of the board of directors of Trilogy. Mr. Streiff received a B.S. degree in Environmental Economics and Policy from the University of California, Berkeley and a J.D. degree from Columbia University Law School.

  7. Information about Director Nominees

    Our Board of Directors selected Mr. Streiff to serve as a director because he was our Chief Operating Officer and has significant operational and legal experience relevant to our business, including in the areas of asset management, negotiating and structuring healthcare real estate acquisitions, financings, disposition transactions, corporate finance and corporate governance. Additionally, Mr. Streiff has 18 years of experience in the real estate and healthcare industries and relationships with chief executives and other senior management at other real estate and healthcare companies. Our Board of Directors believes that his executive experience in the real estate industry coupled with his deep knowledge of our company’s strategies and operations bring valuable financial and operational expertise to our Board of Directors. Scott A. Estes, age 53, has served as one of our independent directors and a member of the Audit Committee since August 2022 and as chairman of the Audit Committee since June 2023. Mr. Estes has also served as a member of the board of trustees and audit committee chairman of JBG Smith Properties, a NYSE-listed REIT, located in Bethesda, Maryland that owns, operates, invests in and develops a dynamic portfolio of mixed-use properties in the high growth and high barrier-to-entry submarkets in Washington, DC since June 2017. Having served as one of its independent directors since June 2018 and currently serving as a member of its audit and compensation committees, Mr. Estes has also served since December 2023 as Chairman of Essential Properties Realty Trust, a NYSE-listed REIT located in Princeton, New Jersey that acquires, owns and manages primarily single tenant properties. Previously, Mr. Estes served as Executive Vice President — Chief Financial Officer of Welltower Inc., or Welltower, a NYSE-listed, S&P 500 constituent REIT, located in Toledo, Ohio, focused on healthcare infrastructure, from January 2009 to October 2017. Mr. Estes also served as Senior Vice President and Chief Financial Officer of Welltower from March 2006 to January 2009 and as Vice President of Finance of Welltower from April 2003 to March 2006. During his tenure at Welltower, Mr. Estes was significantly involved in managing the capital allocation effort supporting that company’s rapid growth, with direct oversight of capital markets transactions, which raised over $14 billion of equity capital and $10 billion of unsecured debt capital. From 1994 to April 2003, Mr. Estes served in various financial analyst capacities at Deutsche Bank Securities, Bank of America Securities and Morgan Stanley. Mr. Estes received his B.A. degree in Economics in 1993 from the College of William and Mary. Our Board of Directors selected Mr. Estes to serve as a director based on his financial and business expertise, particularly in his capacity as Chief Financial Officer of a large, NYSE-listed healthcare REIT. Our Board of Directors believes that his experience in the oversight of financial reporting, capital markets and capital raising, corporate finance and accounting, treasury, tax and audit functions, as well as his previous service on the board of directors of two other NYSE-listed REITs (particularly in his role as an audit committee chairman) and his qualifications to serve as our audit committee financial expert will bring value to us. Brian J. Flornes, age 60, has served as one of our independent directors and a member of the Audit Committee since February 2016 and as the Nominating and Corporate Governance Committee chairman since October 2021. He also served as a member of our special committee from October 2020 to October 2021. Mr. Flornes served as the Chief Executive Officer of Vintage Senior Living, or Vintage, from June 2010 to September 2018, having co-founded the company in 1998 and served as its Co-Chief Executive Officer from inception to June 2010. Vintage, located in Newport Beach, California, owned and operated senior housing communities in California and Washington, specializing in independent senior living, assisted living and memory care services for Alzheimer’s and other dementia. Since February 2006, Mr. Flornes has been responsible for a direct joint-venture relationship with one of the nation’s largest pension funds, which has acquired 19 senior living communities and grown its net asset value to more than 2.5 times invested capital. Throughout his career, Mr. Flornes has directly contributed to the acquisition, development and financing of more than 8,000 units of senior living in 11 states. Mr. Flornes was a longstanding member of the American Senior Housing Association and also served on the board of the California Assisted Living Association. Mr. Flornes is a member of the World Presidents’ Organization. Mr. Flornes received a B.A. degree in Communication as well as an M.B.A. degree from Loyola Marymount University. Our Board of Directors selected Mr. Flornes to serve as a director because of his particular experience with the acquisition, development, operation and financing of healthcare-related properties and senior housing communities. He has significant knowledge of, and relationships within, the real estate and healthcare industries, due in part to his 30 years of industry experience managing all aspects of senior living. Mr. Flornes’ vast real estate experience in senior living also enhances his ability to contribute insight on achieving our investment objectives. Our Board of Directors believes that this experience will bring valuable knowledge and operational expertise to our Board of Directors. Dianne Hurley, age 61, has served as one of our independent directors and a member of the Audit Committee since February 2016. She has also served as chairwoman of the Compensation Committee since June 2023, having been a member of such committee since October 2021. Ms. Hurley also served as the chairwoman of the Audit Committee from February 2016 to June 2023 and as our special committee chairwoman from October 2020 to October 2021. Ms. Hurley has also served as an independent director, audit committee chairwoman and member of the nominating and corporate governance committee of AG Mortgage Investment Trust, a publicly traded residential mortgage REIT located in New York, New York, since December 2020. Prior to that, Ms. Hurley was an independent director and audit committee chairwoman of CC Real Estate Income Fund located in New York, New York, from March 2016 until its liquidation in August of 2020, and an independent director and nominating and corporate governance committee member of NorthStar Realty Europe, located in New York, New York, from August 2016 until its sale in October of 2019, and an independent director and audit committee member of NorthStar/RXR New York Metro Income, Inc. located in New York, New York, from February 2015 until December 2018. Ms. Hurley has been an operations, finance and human capital management c-suite consultant in the real estate, asset management and education sectors since 2015. In addition, from April 2022 until July 2023, Ms. Hurley was a Managing Director at Glocap Search, LLC, from May 2020 until April 2022, she was the Chief Financial and Operations Officer of Moravian Academy, and from March 2017 until July 2020, she was the Chief Administrative Officer of A&E Real Estate. From September 2009 to November 2011, Ms. Hurley served as the Chief Operating Officer, Global Distributions, at Credit Suisse Asset Management, and prior to that, Ms. Hurley served as the founding Chief Administrative Officer at TPG Axon Capital. Earlier in her career, Ms. Hurley worked in the real estate department at Goldman Sachs. Ms. Hurley holds a Bachelor of Arts from Harvard University in Cambridge, Massachusetts and a Master of Business Administration from the Yale School of Management, New Haven, Connecticut.

  8. Information about Director Nominees

    Our Board of Directors selected Ms. Hurley to serve as a director in part due to her financial expertise, particularly in the real estate industry. Our Board of Directors believes that her service on the board of directors of several REITs, as well as her finance, operations, regulatory and compliance experience, will bring valuable insight to us in her role as the Compensation Committee chairwoman. With her extensive background in real estate finance and real estate operations, Ms. Hurley brings valuable business skills to our board. Marvin R. O’Quinn, age 72, has served as one of our independent directors and a member of the Compensation Committee since January 2023. Mr. O’Quinn has also served as the President and Chief Operations Officer of CommonSpirit Health located in Chicago, Illinois, between February 2019 and August 2023, where he spearheaded the growth and policy development of a health system resulting from the merger of Dignity Health and Catholic Health Initiatives that included 140 hospitals, approximately 150,000 employees and $30 billion in annual revenue. From January 2009 until February 2019, Mr. O’Quinn served as the Senior Executive Vice President and Chief Operating Officer of Dignity Health, a not-for-profit corporation located in San Francisco, California, that operated hospitals and ancillary care centers located in California, Arizona and Nevada. Mr. O’Quinn has also held executive and other key positions with New York Presbyterian Health System, as well as Providence Medical Center, Providence Milwaukie Hospital, Legacy Emanuel Hospital & Health Center, Willamette Falls Hospital, Valley Children’s Hospital and Harborview Medical Center. Also, until 2023, Mr. O’Quinn served as chairman of the board of directors for Dignity Health Global Education, headquartered in Phoenix, Arizona, and held appointments with First Initiatives Insurance, Ltd., a captive insurance company headquartered in Englewood, Colorado, that serves CommonSpirit Health, and he currently serves as an independent director of Premier, Inc., (NASDAQ: PINC), located in Charlotte, North Carolina, a Nasdaq-listed healthcare improvement company. Mr. O’Quinn holds a master’s degree in Health Administration and a bachelor’s degree in Science and Biology from the University of Washington. Our Board of Directors selected Mr. O’Quinn to serve as a director due to his strong background in healthcare delivery systems and healthcare management and his vast understanding of the healthcare industry and extensive leadership experience throughout his more than 40-year career in the healthcare field. Additionally, our Board of Directors believes that Mr. O’Quinn’s service on the board of directors of a large NASDAQ-listed healthcare company brings valuable insight to us, particularly in his role on its Compensation Committee and Finance Committee. With his significant experience, Mr. O’Quinn brings valuable industry knowledge to our company. Valerie Richardson, age 65, has served as one of our independent directors and a member of the Nominating and Corporate Governance Committee since January 2023 as well as a member of the Compensation Committee since June 2023. Ms. Richardson has also served as the Chief Operating Officer of the International Council of Shopping Centers, or ICSC, a professional trade organization serving the retail marketplaces industry, located in New York, New York since February 2021. She previously served as the Vice President of Real Estate for The Container Store, Inc., located in Coppell, Texas, where she led its real estate team for 20 years from September 2000 until February 2021. Before joining The Container Store, she also served as a real estate development executive for Ann Taylor, Inc., Barnes & Noble, Inc. and Trammell Crow Company. Additionally, since 2018, Ms. Richardson has also served as a member of the board of directors for Kimco Realty Corporation (NYSE: KIM), North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping and mixed-use centers, where she also serves as a member of its audit, executive compensation and nominating and corporate governance committees and serves as chairperson of its executive compensation committee. Since 2004, Ms. Richardson has been a member of the Board of Trustees of ICSC and was elected as ICSC Chairman for the 2018 to 2019 term and ICSC Vice-Chairperson for the 2017 to 2018 term. She also served on the Board of the ICSC Foundation from 2011 to 2019, and as a Trustee at Baylor Scott & White Medical Center – Plano from 2010 to 2016. Ms. Richardson earned an M.B.A. in Real Estate from the University of North Texas and a B.S. in Education from Texas State University. Our Board of Directors selected Ms. Richardson to serve as director in part due to her over 40 years of experience in the retail real estate industry during which time she held various executive positions. Our Board of Directors believes that Ms. Richardson’s service on the board of directors of a large NYSE-listed REIT that owns and operates shopping centers brings valuable insight to us, particularly in her role on the Nominating and Corporate Governance Committee and the Compensation Committee. With her broad understanding of real estate strategy and perspective on industry best practices, Ms. Richardson contributes beneficial business knowledge and skills to our company. Wilbur H. Smith III, age 52, has served as one of our independent directors since February 2016 and as a member of the Nominating and Corporate Governance Committee since October 2021. He also served as a member of our special committee from October 2020 to October 2021. Mr. Smith is the Chief Executive Officer, President and Founder of Greenlaw Partners, LLC, a full-service real estate development and operating company, and Greenlaw Management, Inc., a commercial property management company, or, collectively, Greenlaw, which are located in Irvine, California and which he founded in March 2003. Mr. Smith personally oversees all aspects of Greenlaw’s acquisition, operations and investment development/redevelopment programs. Since inception and under Mr. Smith’s leadership, Greenlaw has completed in excess of $10.0 billion in acquisitions and dispositions of 220 commercial real estate properties comprised of office, industrial, retail and multifamily assets, as well as land holdings. Prior to Greenlaw, Mr. Smith served as Vice President of Newport Beach-based Makar Properties from 1999 to 2003. Mr. Smith is an active member of Young Presidents Organization, or YPO, and currently serves on the board of the Orange County Gold Chapter. In addition, Mr. Smith is a founding member of Tiger21 Orange County Chapter, sits on the executive board of the University of Southern California Lusk Center for Real Estate and is the Vice Chair of the Board of Counselors of the University of Southern California Price School. Mr. Smith is a licensed California real estate broker and received a B.S. degree in Agriculture from California Polytechnic State University, San Luis Obispo, and earned a master’s degree in Real Estate Development from the University of Southern California. Our Board of Directors selected Mr. Smith to serve as a director due to his vast experience in the acquisition, operations, investment and disposition of commercial real estate as well as his experience with a number of leading global institutions through joint ventures, matching acquisitions with the appropriate investment structures/channels. Mr. Smith’s experience in the commercial real estate industry, capital markets and real estate operations enhances his ability to contribute to our investment strategies and help us achieve our investment objectives. Our Board of Directors believes his executive experience in the real estate industry will bring strong financial and operational expertise to our Board of Directors.

  9. Information about Director Nominees

    The nine director nominees receiving a plurality of the votes cast at a meeting at which a quorum is present will be elected. For purposes of the proposal to elect the director nominees, abstentions and broker non-votes will count toward the presence of a quorum but will have no impact on the proposal. A properly executed proxy card, or instruction by telephone or the Internet, indicating “FOR” a nominee will be considered a vote in favor of the proposal to elect the director nominee to which it applies. A properly executed proxy card, or instruction by telephone or the Internet, indicating “WITHHOLD” will be considered a vote against the director nominee to which it applies. Our Board of Directors recommends a vote FOR each of the nominees for election as directors.

  10. OTHER KEY OFFICERS

    OTHER KEY OFFICERS Information regarding our other key non-executive officers is set forth below. Our other key non-executive officers have stated that there is no arrangement or understanding of any kind between them and any other person relating to their appointment as key non-executive officers. Kenny Lin, age 48, has served as our Executive Vice President, Chief Accounting Officer and Deputy Chief Financial Officer since March 2023, having previously served as our Executive Vice President, Accounting & Finance from October 2021 to March 2023 and as our Vice President, Accounting & Finance from September 2020 to October 2021. He also served as Executive Vice President, Accounting & Finance of American Healthcare Investors from February 2020 to October 2021, and prior to that served as Senior Vice President, Accounting & Finance, Vice President, Accounting & Finance and Director, Accounting & Finance of American Healthcare Investors since November 2016, March 2014 and November 2012, respectively. Mr. Lin also served as Vice President, Accounting & Finance of GAHR III from September 2020 to October 2021. Mr. Lin previously served as Chief Financial Officer of Mobilitie, LLC, a privately-owned telecommunications infrastructure company based in Newport Beach, California, since 2012 and prior to that date, he served as Chief Accounting Officer and Director of Financial Reporting since October 2010 and April 2008, respectively, where he oversaw the accounting, taxation, financial reporting and human resources functions of the company. Prior to April 2008, Mr. Lin served in various financial accounting roles within publicly traded companies, including Grubb & Ellis Company, Johnson & Johnson, Bank of New York Mellon Corp. and STAAR Surgical Company. Mr. Lin received a B.S. degree in Accounting from California State University, Los Angeles and a Master’s degree in Accounting from the University of Southern California. Mr. Lin is a Certified Public Accountant in the State of California, and he is also a Certified Financial Planner and Certified Management Accountant. Wendie Newman, age 61, has served as our Executive Vice President of Asset Management since October 2021, having previously served as our Vice President of Asset Management from June 2017 to October 2021. She has also served as Executive Vice President of Asset Management of American Healthcare Investors from December 2016 to October 2021. Ms. Newman also served as Vice President of Asset Management of GAHR III from June 2017 to October 2021. Ms. Newman previously served as Senior Vice President of Lillibridge Healthcare Services, located in Chicago, Illinois, a wholly-owned subsidiary of Ventas, Inc., or Ventas, one of the leading publicly traded REITs, from June 2011 to November 2016, where she was responsible for the financial performance of the medical office building assets within the western region portfolio. Prior to it being acquired by Ventas, Ms. Newman served as Senior Asset Manager of Nationwide Health Properties, a publicly traded REIT that invested in healthcare-related assets, from June 2008 to May 2011. Throughout her career, Ms. Newman has also served in various asset and property management roles with PM Realty Group, Sares Regis Group and CB Richard Ellis, Inc. Ms. Newman received a B.S. degree in Business Administration from the University of Southern California and an M.B.A. in Finance from California State University, Long Beach. Ray Oborn, age 55, has served as our Executive Vice President of Asset Management since October 2021. He also served as Executive Vice President of Asset Management of American Healthcare Investors from October 2020 to October 2021. Mr. Oborn served as President of Cherrywood Pointe Investment, located in Minneapolis, Minnesota, from February 2017 to August 2020 where he was directly responsible for managing the firm’s senior housing portfolio and strategic growth initiatives. During that same period, Mr. Oborn also served as Executive Vice President of United Properties, the parent company of Cherrywood Pointe Investment, a real estate investment and development company also located in Minneapolis, Minnesota. Additionally, Mr. Oborn served as Senior Regional Vice President of operations for Brookdale Senior Living from December 2014 to February 2017, and in executive capacities with New Perspective Senior Living from April 2013 to October 2014 and with Silverado Senior Living from October 2010 to January 2013. Prior to Silverado, Mr. Oborn served as Senior Vice President of Operations for the western division and oversaw in excess of 70 communities in the Western US and Canada at Sunrise Senior Living, from January 2008 to September 2010. He began his career with ManorCare Health Services in 1995 as a licensed nursing home administrator. Mr. Oborn received a bachelor’s degree in behavioral science and health and an M.B.A. from the University of Utah. Cora Lo, age 50, has served as our Senior Vice President, Associate General Counsel and Assistant Secretary since February 2023, having previously served as our Senior Vice President, Assistant General Counsel from October 2021 to February 2023 and our Secretary from January 2015 to February 2023. From December 2015 to October 2021, she also served as our Assistant General Counsel. Ms. Lo also served as Senior Vice President, Assistant General Counsel — Corporate of American Healthcare Investors from December 2015 to October 2021, having previously served as its Senior Vice President, Securities Counsel from December 2014 to December 2015. Ms. Lo also served as Assistant General Counsel of GAHR III from December 2015 to October 2021, and also served as its Secretary from January 2013 to October 2021. Ms. Lo served as Secretary of GAHR II from November 2010 to December 2014, having previously served as its Assistant Secretary from March 2009 to November 2010. Ms. Lo also served as Senior Vice President, Securities Counsel of AHI Group Holdings from January 2012 to December 2014. Ms. Lo served as Senior Corporate Counsel for Grubb & Ellis from December 2007 to January 2012 and in similar capacities within the Grubb & Ellis organization and its sponsored SEC-reporting investment entities since 2005. From September 2002 to December 2005, Ms. Lo served as General Counsel of I/OMagic Corporation, a publicly traded company, and, prior to that, served as an attorney in private practice, representing public and private company clients in all areas of corporate and securities law. Ms. Lo received a B.A. degree in Political Science from University of California, Los Angeles and received a J.D. degree from Boston University. Ms. Lo is a member of the California State Bar Association.

  11. Changes in 2024

    Additionally, as we continue to evolve and enhance our corporate governance measures in 2024, we have revised the 2024 equity-based compensation structure for our NEOs to provide that 50% of such compensation will be subject to performance-based vesting, using total shareholder return as a performance metric, and 50% will be subject to time-based vesting, compared to 25% subject to performance-based vesting and 75% subject to time-based vesting in 2023, illustrated as follows:

  12. Changes in 2024

    | 2023 Equity-Based Compensation Structure | → | 2024 Equity-Based Compensation Structure | | 25% performance-based vesting 75% time-based vesting | | 50% performance-based vesting 50% time-based vesting |

  13. Our Compensation and Governance Practices & Policies

    | What We Do | What We Don’t Do | | ✓ Our Compensation Committee is comprised solely of independent directors | x We do not provide significant perquisites | | ✓ We utilize an independent compensation consultant | x We do not provide minimum guaranteed base salary increases | | ✓ Significant portion of total compensation is in the form of equity awards with long-term vesting | x We do not provide tax gross ups to our NEOs | | ✓ Significant portion of total compensation is based on performance and is not guaranteed | x We have a defined incentive program that does not allow for uncapped bonus payouts | | ✓ We enhance executive officer retention with time-based, multi-year vesting equity incentive awards | x We do not allow hedging or pledging of our securities | | ✓ We use multiple performance measures for cash bonuses and multi-year equity awards, which mitigates compensation-related risk | x We do not provide single-trigger change in control cash severance payments |

  14. Role of Compensation Consultant

    Role of Compensation Consultant Our Compensation Committee is authorized to retain the services of a compensation consultant to be used to assist in the review and establishment of our compensation programs and related policies. For 2023 compensation, at the recommendation of management, our Compensation Committee retained Ferguson Partners Consulting, L.P., or FPC, as its independent compensation consultant to advise it on executive officer and director compensation. FPC did not provide any other services to us with respect to 2023 compensation. Our Compensation Committee believes that there are no conflicts of interest with respect to FPC’s services.

  15. Benchmarking and Peer Group Comparisons

    Benchmarking and Peer Group Comparisons The Compensation Committee reviews competitive compensation data from a select group of peer companies and broader survey sources. Although comparisons of compensation paid to our NEOs relative to compensation paid to similarly situated executives in the survey and by our peers assist the Compensation Committee in determining compensation, the Compensation Committee principally evaluates executive compensation based on corporate objectives and individual performance. Additionally, as part of its engagement, FPC provided our Compensation Committee with comparative market data on the overall compensation program for our executive officers based on an analysis of peer companies. In developing our peer group, our Compensation Committee took into consideration the following characteristics: •Portfolio size; •Market capitalization and total capitalization; •Asset class of portfolio; and •Pre-listing history (emergence from non-listed REIT market to listed REIT market)

  16. 2023 Executive Compensation Peer Group

    2023 Executive Compensation Peer Group The table set forth below identifies the companies in the peer group used for 2023, which our Compensation Committee considered as part of its analysis in setting compensation for our executive officers.

  17. 2023 Executive Compensation Peer Group

    | Brandywine Realty Trust | Highwoods Properties, Inc. | Piedmont Office Realty Trust, Inc. | | CareTrust REIT, Inc. | LTC Properties, Inc. | Retail Opportunity Investments Corp. | | Global Medical REIT Inc. | National Health Investors, Inc. | Sabra Health Care REIT, Inc. | | Peakstone Realty Trust* | Orion Office REIT, Inc. | Sila Realty Trust, Inc. | | Healthcare Realty Trust Incorporated | Physicians Realty Trust** | SmartStop Self Storage REIT, Inc. | | *Formerly Griffin Realty Trust, Inc. | | | | ** Physicians Realty Trust has since been acquired by Healthpeak Properties, Inc. | | |

  18. Short-Term Incentive Program (Cash Bonuses)

    Short-Term Incentive Program (Cash Bonuses) As part of our compensation program, our NEOs are entitled to receive an annual cash bonus within a specified range based on a percentage of their base salary. The following table sets forth the threshold, target and maximum bonus opportunities for each NEO, as a percentage of their base salary, under our annual cash bonus program used in determining 2023 awards:

  19. Short-Term Incentive Program (Cash Bonuses)

    | Named Executive Officer | Threshold | Target | Maximum | | Danny Prosky | 50% | 100% | 150% | | Brian S. Peay | 50% | 100% | 150% | | Gabriel M. Willhite | 50% | 100% | 150% | | Stefan K.L. Oh | 37.5% | 75% | 112.5% | | Mark E. Foster | 32.5% | 65% | 97.5% |

  20. Short-Term Incentive Program (Cash Bonuses)

    In determining the size of cash bonus awards, our Compensation Committee, in consultation with FPC, thoroughly reviews our corporate performance and the individual performance of the NEOs. For 2023, individual performance was evaluated subjectively by our Compensation Committee while corporate performance was evaluated objectively, with corporate performance being evaluated against pre-determined performance metrics and hurdles. For 2023, the objective performance metrics included our Adjusted EBITDA Growth (excluding grant income), our net debt to Adjusted EBITDA and our Same-Property NOI Growth (as defined below, and excluding grant income), as described further below. Our 2023 performance measures were selected based on a careful assessment of measures that we believe encourage profitable growth and increase shareholder value, while also motivating executives to perform at their highest levels despite interest rate volatility impacting the real estate markets. For 2023, corporate performance was weighted at 70%, and individual performance was weighted 30% for all of our NEOs. The following table sets forth the performance metrics and goals approved by our Compensation Committee to determine corporate performance:

  21. Short-Term Incentive Program (Cash Bonuses)

    | Metric | Weighting | Performance Hurdles | | | Actual 2023 Performance | Target Met | | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | | | | Adjusted EBITDA Growth | 40% | 7.50% | 8.50% | 9.00% | 14.20% | Maximum | | Net Debt to Adjusted EBITDA | 30% | 9.10x | 8.85x | 8.60x | 8.76x | Target | | Same-Property NOI Growth | 30% | 3.00% | 4.00% | 5.00% | 9.20% | Maximum |

  22. Short-Term Incentive Program (Cash Bonuses)

    | 2023 Performance Metrics | | | Adjusted EBITDA Growth | •EBITDA is a non-generally accepted accounting principle, or GAAP, financial measure that is defined as earnings before interest, taxes, depreciation and amortization. •Adjusted EBITDA is defined as EBITDA excluding the impact of gain or loss from unconsolidated entities, straight line rent and amortization of above/below market leases, stock-based compensation expense, business acquisition expenses, gain or loss on sales of real estate investments, unrealized foreign currency gain or loss, change in fair value of derivative financial instruments, impairment of real estate investments, impairment of intangible assets and goodwill and non-recurring one-time items. •Adjusted EBITDA Growth is calculated as the percentage increase/(decrease) of current year Adjusted EBITDA less grant income over prior year’s Adjusted EBITDA less grant income. •We use Adjusted EBITDA Growth to measure and assess our earnings growth on an unleveraged basis. Moreover, it is an important and closely followed measure of our performance by the investing community and our stockholders. | | Net Debt to Adjusted EBITDA | •Net Debt is defined as our total long-term debt excluding operating lease liabilities, less cash and cash equivalents and restricted cash pertaining to debt. •Adjusted EBITDA is defined as EBITDA excluding the impact of gain or loss from unconsolidated entities, straight line rent and amortization of above/below market leases, stock-based compensation expense, business acquisition expenses, gain or loss on sales of real estate investments, unrealized foreign currency gain or loss, change in fair value of derivative financial instruments, impairment of real estate investments, impairment of intangible assets and goodwill and non-recurring one-time items. •We believe Net Debt to Adjusted EBITDA indicates the strength of our company’s balance sheet and reflects our ability to generate sufficient earnings to service our indebtedness over time. | | Same-Property NOI Growth | •NOI is defined as net income (loss), computed in accordance with GAAP, generated from properties before general and administrative expenses, business acquisition expenses, depreciation and amortization, interest expense, gain or loss in fair value of derivative financial instruments, gain or loss on dispositions, impairment of real estate investments, impairment of intangible assets and goodwill, income or loss from unconsolidated entities, gain on re-measurement of previously held equity interest, foreign currency gain or loss, other income or expense, and income tax benefit or expense. •Same-Property NOI is NOI from assets held by us for one year or more. |

  23. Short-Term Incentive Program (Cash Bonuses)

    | •Same-Property NOI Growth is calculated as the percentage increase/(decrease) of current year Same-Property NOI less grant income over prior year’s Same-Property NOI less grant income. •We consider Same-Property NOI Growth to be indicative of the organic growth embedded in our property portfolio, which ordinarily can be an important driver of property values. It also is a metric typically evaluated by investors and analysts and is used by many of our peers to evaluate operating performance. |

  24. Short-Term Incentive Program (Cash Bonuses)

    To determine individual performance, our Compensation Committee took into consideration the following 2023 key accomplishments by our Named Executive Officers:

  25. Short-Term Incentive Program (Cash Bonuses)

    | Named Executive Officer | Key Accomplishments | | Danny Prosky | •Led our success in reaching or exceeding our targets for Adjusted EBITDA Growth, Same-Property NOI growth and leverage ratios. •Implemented plans to achieve our overall strategic goals, focusing on maximizing the value of our real estate portfolio and ensuring that each department within our company has the talent and resources necessary to succeed. •Committed substantial time and effort mentoring, grooming and improving our investment and asset management teams and processes to strategically sell selective properties at attractive capitalization rates, improve the overall quality of the portfolio, increase Same-Property NOI and maintain high occupancy rates in the portfolio. •Served as a member of the Board of Directors of Trilogy, tasked with overseeing its continued recovery from the COVID-19 pandemic. •Developed and maintained key external relationships with peers, material tenants, operators and other significant parties in the healthcare real estate space. •Committed substantial time meeting with and developing relationships with potential institutional investors in order to enhance their exposure to our company in anticipation of raising institutional capital. | | Brian S. Peay | •Implemented proactive measures to protect and enhance our company’s balance sheet, liquidity and financial flexibility to support its business objectives. •2024 Offering Preparation •Assisted in the preparation and review of multiple filings with the SEC of our Registration Statement on Form S-11 in preparation for the 2024 Offering, which closed on February 9, 2024. •Led our efforts in preparing financial information and meeting with investment banking advisors and analysts, critical to execution of the 2024 Offering, resulting in the largest REIT public offering in connection with an exchange listing since 2018 (1). •Participated in multiple rounds of testing-the-waters meetings, both in-person and virtually, with potential institutional investors. •Improved our quarterly supplemental reporting package to be publicly filed with the SEC to support analysts’ and investors’ understanding of our business model and earnings. |

  26. Short-Term Incentive Program (Cash Bonuses)

    | | •Recruited and hired a Vice President of Investor Relations and Capital Markets instrumental in our messaging to analyst and investor communities. •Performed portfolio review meetings with each of our outpatient medical and long-term care asset management teams to understand key trends in the business and potential effects on earnings and cash flow. | | Gabriel M. Willhite | •2024 Offering Preparation •Contributed significantly to the preparation of our Registration Statement on Form S-11 filed with the SEC in connection with the 2024 Offering, resulting in the largest REIT public offering in connection with an exchange listing since 2018 (1). •Led our efforts in preparing roadshow and testing-the-waters marketing materials in connection with the 2024 Offering. •Met with investors providing background on our company and its growth prospects. •Significant meetings with research analysts providing education on our company. •Trilogy •Was appointed to Chairman of the Board of Trilogy, our single largest investment. •Oversaw performance and investments made through Trilogy which had 14.0% same-store NOI growth in 2023. •Led negotiations securing a purchase option for the minority interest of Trilogy REIT Holdings, LLC owned by a joint venture partner in a highly flexible and complex structure that allows for flexibility around timing and consideration. •Information Technology •Oversaw the establishment of our cybersecurity committee and assumed the role of chairman of the committee. •Oversaw the implementation of advancements in our cybersecurity protocols, including the development of our Cybersecurity Incident Management Plan. •Human Resources •Led the reorganization of the human resources department that included identifying and hiring a new head of human resources and a new head of payroll. •Oversaw a significant improvement and advancements in human resources policies, including the first year of fully online performance reviews. •Investment committee •Served as a member of our investment committee that evaluates all significant company investments and dispositions. | | Stefan K.L. Oh | •Assumed the position of Chief Investment Officer in March 2023. •Enhanced Portfolio Quality: Led our investment and asset management teams in a strategic effort to enhance the overall quality of the portfolio through selective disposition of properties, contributing to better same-property NOI performance and EBITDA growth. |

  27. Short-Term Incentive Program (Cash Bonuses)

    | | •Generated Sales Proceeds: Oversaw the sale of senior housing and outpatient medical buildings at attractive pricing, resulting in approximately $195 million in gross sales proceeds and enhancing our leverage metrics. •Risk Management and Performance Optimization: Collaborated with the asset management teams to manage risk and optimize portfolio performance. This included operator realignment, leasing initiatives, and strategies to mitigate potential downside risks, including the conversion of two senior housing leased portfolios to SHOP. •Investment Structuring: Actively participated in structuring and negotiating the purchase option for the minority-held investment interest of Trilogy. •Stakeholder Relationships: Established and nurtured essential external connections with peers, tenants, operators, capital markets professionals, and other important stakeholders within the healthcare real estate industry. | | Mark E. Foster | •Actively managed and reduced outside counsel legal expenses through fixed-fee arrangements, implementation of standard fee reductions and negotiation of legal fees where appropriate. •Successfully reduced legal expenses by hiring a new corporate attorney to reduce the use of outside counsel on certain corporate, securities and transactional matters. •Oversaw updates to various corporate forms to mitigate potential exposure to risk, reduce unanticipated expenses, and align economic incentives at the asset level. •Provided legal support for human resource-related matters, including the transition of certain key personnel. •Conducted a review and assessment of corporate policies and procedures to identify necessary updates or new policy implementation in anticipation of the 2024 Offering. •Actively managed potential regulatory and compliance-related matters to minimize our risks. •Direct involvement with respect to SEC filings related to the 2024 Offering. •Worked closely with our business teams on strategic transactions, including: (i) an option to acquire the remaining interests in Trilogy REIT Holdings, LLC; (ii) the disposition of non-strategic assets; (iii) appointment of a receiver with respect to assets in Oregon; (iv) various financing transactions; (v) tenant lease restructurings and operational transitions, and (vi) other strategic corporate transactions. •Oversaw and provided strategic input with respect to asset-based litigation and pending business disputes. |

  28. Short-Term Incentive Program (Cash Bonuses)

    ___________ (1) Nareit. (2024) Historical IPOs. Retrieved from www.reit.com/data-research/reit-market-data/reit-capital-offerings. Based on its assessment of our corporate performance and each NEO’s individual performance and respective weightings described above, our Compensation Committee approved cash bonuses for 2023 in the following amounts:

  29. Short-Term Incentive Program (Cash Bonuses)

    | 2023 Cash Bonus | | | | Named Executive Officer | Payout | As a % of Target | | Danny Prosky | $949,500 | 126.6% | | Brian S. Peay | $601,350 | 126.6% | | Gabriel M. Willhite | $538,050 | 126.6% | | Stefan K.L. Oh | $379,800 | 126.6% | | Mark E. Foster | $296,244 | 126.6% |

  30. Long-Term Incentive Program (Equity-Based Compensation)

    Long-Term Incentive Program (Equity-Based Compensation) As part of our compensation program, our NEOs are entitled to receive equity-based compensation. To encourage retention and alignment with our long-term growth and performance, 25% of such equity-based awards are provided in the form of restricted stock units (“RSUs”) subject to performance-based vesting, and the remaining 75% of such awards are RSUs subject only to time-based vesting restrictions. Our NEOs received the following equity awards in 2023:

  31. Long-Term Incentive Program (Equity-Based Compensation)

    | | Equity Awards | | | | Named Executive Officer | Time-Based RSUs (#) (1) | Performance-Based RSUs (#) (2) | Aggregate Grant Date Value ($) (3) | | Danny Prosky | 47,771 | 15,923 | 1,999,991 | | Brian S. Peay | 20,303 | 6,767 | 849,998 | | Gabe M. Willhite | 20,303 | 6,767 | 849,998 | | Stefan K.L. Oh | 9,554 | 3,185 | 400,005 | | Mark E. Foster | 8,957 | 2,986 | 375,010 |

  32. Long-Term Incentive Program (Equity-Based Compensation)

    (1) The number of time-based RSUs granted to the NEOs was determined based on the value of the equity awards determined by our Compensation Committee, divided by our estimated net asset value per share of Class T common stock of $31.40 available as of April 2023, rounded to the nearest whole share. These time-based RSUs vest in one-third annual increments, subject to each NEO’s continued service through the applicable vesting date. (2) The number of performance-based RSUs subject to the award was determined based on the value of the equity awards determined by our Compensation Committee, divided by our net asset value per share of our Class T common stock of $31.40 available as of April 2023, rounded to the nearest whole share. (3) Reflects the value of the NEOs’ respective equity award determined by the Compensation Committee based on market data, consultation with FPC, NEO responsibilities and historical compensation practices. The performance-based RSUs will cliff vest in the first quarter of 2026 (subject to continuous employment or provision of services through that vesting date), with the amount of RSUs then vesting to be based on our normalized funds from operations attributable to controlling interest, or Normalized FFO, per share ranking over the three-year period ending December 31, 2025 versus a company peer group comprised of: CareTrust REIT, Inc., Healthcare Realty Trust Incorporated, LTC Properties Inc., National Health Investors, Inc., Physicians Realty Trust (which has been acquired by Healthpeak Properties, Inc.), Sabra Health Care REIT, Inc. and Omega Healthcare Investors, Inc., which peer group may be modified at the sole direction of our Board of Directors or Compensation Committee prior to the end of the three-year performance period to reflect changed circumstances such as the merger out of existence or significant portfolio modifications of such companies. Each NEO will vest into 50% of the RSUs subject to this grant if we achieve a “threshold” level of Normalized FFO per share, which is Normalized FFO-per-share performance that is 2.5% less than the peer group’s Normalized FFO-per-share performance (with no RSUs vesting if our Normalized FFO-per-share performance is worse than this amount); 100% of the RSUs if we achieve “target” performance, which is Normalized FFO-per-share performance equal to the peer group’s Normalized FFO-per-share performance; and 200% of the RSUs if we achieve “maximum” performance, which is Normalized FFO-per-share performance that is 2.5% or greater than the peer group’s Normalized FFO-per-share performance. There will be linear interpolation between Normalized FFO-per-share performance levels. The following chart illustrates the terms of the 2023 performance-based awards to the NEOs:

  33. Long-Term Incentive Program (Equity-Based Compensation)

    | 25% of LTIP | Performance- Based Restricted Stock Units | | Normalized FFO per share | Payout % | | | | Threshold | 2.5% Less than Peer Group | 50% | | | | Target | Equal to Peer Group | 100% | | | | Maximum | 2.5% Greater than Peer Group | 200% |

  34. Long-Term Incentive Program (Equity-Based Compensation)

    In 2023, the performance measure used for the long-term incentive program was Normalized FFO compared to modified FFO attributable to controlling interest, or Modified FFO, in 2022 to adopt a performance measure more closely aligned with that of our publicly listed REIT peers. See “Executive Compensation Tables and Related Information – Outstanding Equity Awards at Fiscal Year-End December 31, 2023” and “Executive Compensation Tables and Related Information – 2023 Option Exercises and Stock Vested” for more information.

  35. Risk Mitigation

    Risk Mitigation Our executive compensation program is designed to achieve an appropriate balance between risk and reward that does not incentivize excessive risk-taking. Our Compensation Committee, in conjunction with FPC, conducts an annual risk assessment of our executive compensation program. As noted above, the Compensation Committee oversees, among other things, the assessment and management of risks related to our incentive compensation plans and equity-based incentive plan generally and whether our incentive compensation arrangements encourage excessive risk taking. We believe that our annual cash bonus program and equity compensation program contain appropriate risk mitigation factors, as summarized below: •Balance of short-term and long-term incentives through annual cash bonuses and long-term equity compensation; •A substantial portion of total compensation is in the form of long-term equity awards; •A substantial portion of total compensation is based on achievement of performance objectives, through a combination of annual or multi-year performance. Furthermore, we incorporate both absolute and relative metrics by which to assess our performance; •Three-year vesting based on continued service as of the vesting date; and •Prohibition against hedging or pledging transactions.

  36. Other Plans, Perquisites and Personal Benefits

    Other Plans, Perquisites and Personal Benefits Each of our NEOs is eligible to participate in our Executive Severance and Change in Control Plan, as described below, and in all of our compensatory and benefit plans on the same basis as our other employees. We provide an employer 50.0% matching contribution under our 401(k) profit sharing plan up to 5.0% of a participating employee’s contribution, including our NEO’s, taxable compensation, up to the Internal Revenue Service limitations for matching contributions.

  37. Tax and Accounting Considerations

    Tax and Accounting Considerations We have not provided or agreed to provide any of our executive officers or directors with a gross-up or other reimbursement for tax amounts they might pay pursuant to Section 4999 or Section 409A of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. Sections 280G and 4999 of the Internal Revenue Code provide that executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our company that exceed certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional taxes. Section 409A also imposes additional significant taxes on the individual in the event that an employee, director or service provider receives “deferred compensation” that does not meet the requirements of Section 409A.

  38. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth a summary of all compensation earned, awarded or paid, as applicable, to our NEOs in the fiscal years ended December 31, 2023 and 2022 and to the extent required by SEC executive compensation disclosure rules, December 31, 2021.

  39. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock awards ($) | Non-Equity Incentive Plan Compensation ($) (1) | All other compensation ($) | Total ($) | | Danny Prosky Chief Executive Officer and President | 2023 | 750,000 | 225,000 | 1,999,991(2) | 724,500 | 85,189(3) | 3,784,680 | | | 2022 | 750,000 | 225,000 | — | 787,500 | 61,855 | 1,824,355 | | | 2021 | 187,500 | — | 2,000,003 | 187,500 | 23,040 | 2,398,043 | | Brian S. Peay Chief Financial Officer | 2023 | 475,000 | 142,500 | 849,998(2) | 458,850 | 58,601(3) | 1,984,949 | | | 2022 | 475,000 | 142,500 | — | 498,750 | 51,011 | 1,167,261 | | | 2021 | 118,750 | — | 1,387,555 | 118,750 | 24,423 | 1,649,478 | | Gabriel M. Willhite Chief Operating Officer (4) | 2023 | 425,000 | 127,500 | 849,998(2) | 410,550 | 52,409(3) | 1,865,457 | | | 2022 | 384,000 | 127,500 | — | 446,250 | 35,366 | 993,116 | | | 2021 | 90,000 | — | 1,061,591 | 58,500 | 15,549 | 1,225,640 | | Stefan K.L. Oh Chief Investment Officer | 2023 | 400,000 | 90,000 | 400,005(2) | 289,800 | 41,803(3) | 1,221,608 | | | 2022 | 400,000 | 130,000 | — | 195,000 | 39,487 | 764,487 | | | 2021 | 100,000 | — | 962,550 | 65,000 | 18,559 | 1,146,109 | | Mark E. Foster Executive Vice President, General Counsel and Secretary (5) | 2023 | 360,000 | 70,200 | 375,010(2) | 226,044 | 17,265(3) | 1,048,519 | | | 2022 | 135,000 | 70,200 | 156,248 | 245,700 | 4,261 | 611,409 | | | 2021 | — | — | — | — | — | — |

  40. 2023 Summary Compensation Table

    (1) Represents amount paid under the short-term incentive program for the fiscal years ended December 31, 2023, 2022 and 2021, with the portion in the Bonus column reflecting the individual component of the 2023 and 2022 short-term incentive program and the portion in the Non-Equity Incentive Compensation column representing the formulaic payout based on the achievement of pre-established performance goals. See “Compensation Discussion & Analysis – Elements of Compensation – Short-Term Incentive Program (Cash Bonuses)” for more information. (2) The time-based RSUs and performance-based RSUs were awarded and granted in April 2023 under the 2015 Incentive Plan. The performance-based RSUs are calculated assuming target achievement (the most probable outcome at the time of grant) of the underlying performance condition at the time of grant. Assuming maximum achievement of the underlying performance condition at the time of grant, the grant date fair value of the 2023 performance-based RSUs granted to the NEOs would be as follows: Mr. Prosky, $999,964; Mr. Peay, $424,968; Mr. Willhite, $424,968; Mr. Oh, $200,018; and Mr. Foster, $187,521. See “Compensation Discussion & Analysis — Elements of Compensation — Long-Term Incentive Program (Equity-Based Compensation)” for additional information regarding these awards. (3) Amounts in the “All other compensation” column consist of the following payments we paid to or on behalf of the NEOs:

  41. 2023 Summary Compensation Table

    | Name | 401(k) Contributions ($) | Distributions Paid on Awards ($) | | Danny Prosky | 7,979 | 77,210 | | Brian S. Peay | 7,975 | 50,626 | | Gabriel M. Willhite | 8,013 | 44,396 | | Stefan K.L. Oh | 8,033 | 33,770 | | Mark E. Foster | 7,242 | 10,023 |

  42. 2023 Summary Compensation Table

    (4) Mr. Willhite transitioned from his position as Executive Vice President, General Counsel to Chief Operating Officer, effective August 1, 2022; therefore, the amount of Mr. Willhite’s 2022 salary is based on the two positions he held in 2022. (5) Mr. Foster was appointed as our Executive Vice President, General Counsel effective August 1, 2022; therefore, his 2022 salary is prorated, and he did not receive any compensation in 2021.

  43. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table summarizes all grants of plan-based awards made to our NEOs in 2023.

  44. 2023 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All other stock awards: Number of shares of stock or units (#) (3) | Grant date fair value of stock and option awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Danny Prosky | — | 78,750 | 525,000 | 787,500 | — | — | — | — | — | | | 4/3/2023 | — | — | — | — | — | — | 47,771 | 1,500,009 | | | 4/3/2023 | — | — | — | 7,962 | 15,923 | 31,846 | — | 499,982 | | Brian S. Peay | — | 49,875 | 332,500 | 498,750 | — | — | — | — | — | | | 4/3/2023 | — | — | — | — | — | — | 20,303 | 637,514 | | | 4/3/2023 | — | — | — | 3,384 | 6,767 | 13,534 | — | 212,484 | | Gabriel M. Willhite | — | 44,625 | 297,500 | 446,250 | — | — | — | — | — | | | 4/3/2023 | — | — | — | — | — | — | 20,303 | 637,514 | | | 4/3/2023 | — | — | — | 3,384 | 6,767 | 13,534 | — | 212,484 | | Stefan K.L. Oh | — | 31,500 | 210,000 | 315,000 | — | — | — | — | — | | | 4/3/2023 | — | — | — | — | — | — | 9,554 | 299,996 | | | 4/3/2023 | — | — | — | 1,593 | 3,185 | 6,370 | — | 100,009 | | Mark E. Foster | — | 24,570 | 163,800 | 245,700 | — | — | — | — | — | | | 4/3/2023 | — | — | — | — | — | — | 8,957 | 281,250 | | | 4/3/2023 | — | — | — | 1,493 | 2,986 | 5,972 | — | 93,760 |

  45. 2023 Grants of Plan-Based Awards

    (1) Represents bonus opportunities for 2023 corporate performance under the short-term incentive program as approved by the Compensation Committee on April 3, 2023. The actual amount awarded will be based on the achievement of certain performance measures as described under “Short-Term Incentive Program (Cash Bonuses)” on page 25 of this proxy statement. The awards earned for such performance in 2023 were paid on March 15, 2024, as shown in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table on page 34. Excluded from these columns is the discretionary portion of the 2023 bonus program, which are reflected in the “Bonus” column in the 2023 Summary Compensation Table. (2) Represents performance-based RSUs that will cliff vest in the first quarter of 2026 (subject to continuous employment or provision of services through that vesting date), with the amount of RSUs then vesting to be based on our relative Normalized FFO per share ranking over the three-year period ending December 31, 2025 versus a company peer group. The grant date fair value was measured based on the achievement of Normalized FFO per share performance at the target level (the most probable outcome as of the grant date), multiplied by our estimated net asset value per share of Class T common stock in effect on the grant date of $31.40. (3) Represents time-based RSUs determined based on the value of the equity awards determined by the Compensation Committee, divided by our estimated net asset value per share of Class T common stock of $31.40 available as of April 2023, rounded to the nearest whole share. These time-based RSUs will vest in equal annual installments, with the first one-third installment vesting on April 3, 2024, the second one-third installment vesting on April 3, 2025 and the final one-third installment vesting on April 3, 2026 (subject to continuous employment or provision of services through each vesting date).

  46. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    Outstanding Equity Awards at Fiscal Year-End December 31, 2023 The following table presents information about our NEOs’ outstanding equity awards as of December 31, 2023. The market value of such outstanding equity awards is based on our estimated net asset value per share of Class T common stock available as of December 31, 2023 of $31.40.

  47. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    | Name | Stock awards | | | | | | Number of shares or units of stock that have not vested (#) (1) | Market value of shares or units that have not vested ($) (1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (2) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (2) | | Danny Prosky | 61,330 | 1,925,762 | 29,481 | 925,703 | | Brian S. Peay | 42,675 | 1,339,995 | 11,851 | 372,121 | | Gabriel M. Willhite | 41,462 | 1,301,907 | 9,309 | 292,303 | | Stefan K.L. Oh | 29,045 | 912,013 | 5,388 | 169,183 | | Mark E. Foster | 11,060 | 347,284 | 4,037 | 126,762 |

  48. Outstanding Equity Awards at Fiscal Year-End December 31, 2023

    (1) Represents (a) restricted shares of common stock that will vest in equal annual installments, with the first one-third installment vested on October 1, 2022, the second one-third installment vested on October 1, 2023 and the final one-third installment vesting on October 1, 2024 (Mr. Prosky, 13,559 restricted shares, Mr. Peay, 5,084 restricted shares, Mr. Willhite, 2,542 restricted shares, and Mr. Oh, 2,203 restricted shares) (subject to continuous employment or provision of services through each vesting date), except in the case of Mr. Foster as described below, (b) in the case of Messrs. Peay, Oh and Willhite, retention grants of restricted shares of common stock that will vest on October 4, 2024 (Mr. Peay, 17,288 restricted shares, Mr. Willhite, 18,617 restricted shares, and Mr. Oh, 17,288 restricted shares) (subject to continuous employment or provision of services through the vesting date), (c) in the case of Mr. Foster, restricted shares of common stock that will vest in three equal annual installments, with the first one-third installment vested on January 1, 2023, the second one-third installment vested on January 1, 2024 and the final one-third installment vesting on January 1, 2025 (2,103 restricted shares) (subject to continuous employment or provision of services through each vesting date), and (d) time-based RSUs that will vest in equal installments, with the first one-third installment vested on April 3, 2023, the second one-third installment vesting on April 3, 2024 and the final one-third installment vesting on April 3, 2025 (Mr. Prosky, 47,771 RSUs, Mr. Peay, 20,303 RSUs, Mr. Willhite, 20,303 RSUs, Mr. Oh, 9,554 RSUs, and Mr. Foster, 8,957 RSUs) (subject to continuous employment or provision of services through each vesting date). (2) Represents (a) performance-based RSUs that will cliff vest in the first quarter of 2025 (subject to continuous employment or provision of services through that vesting date), which RSUs are scheduled to vest based on our Modified FFO performance (Mr. Prosky, 13,558 RSUs, Mr. Peay, 5,084 RSUs, Mr. Willhite, 2,542 RSUs, Mr. Oh, 2,203 RSUs, and Mr. Foster, 1,051 RSUs), and (b) performance-based RSUs that will cliff vest in the first quarter of 2026 (subject to continuous employment or provision of services through that vesting date), which RSUs are scheduled to vest based on our Normalized FFO performance (Mr. Prosky, 15,923 RSUs, Mr. Peay, 6,767 RSUs, Mr. Willhite, 6,767 RSUs, Mr. Oh, 3,185 RSUs, and Mr. Foster, 2,986 RSUs). Because our Modified FFO and Normalized FFO performance for purposes of these awards is not calculable as of the date of this filing, we have assumed performance at the target performance level (100% payout level) for purposes of this table.

  49. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table sets forth, for each of our NEOs, the number of shares of our common stock that vested in 2023 as well as the value of those shares upon vesting. The value realized upon vesting is based on the estimated net asset value per share of Class T common stock available at the time of vesting.

  50. 2023 Option Exercises and Stock Vested

    | Name | Stock Awards | | | | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Danny Prosky | 13,557 | 425,690 | | Brian S. Peay | 5,084 | 159,638 | | Gabriel M. Willhite | 2,542 | 79,819 | | Stefan K.L. Oh | 2,203 | 69,174 | | Mark E. Foster | 1,051 | 39,055 |

  51. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We adopted our Executive Severance and Change in Control Plan, or our severance plan, for the purpose of providing severance and change-of-control protections to certain key employees, including our NEOs. As described below, our severance plan provides our NEOs with, among other things, base salary, bonus and certain other payments at, following and/or in connection with certain terminations of employment or a change in control involving American Healthcare REIT. As used below, the terms “Cause,” “Change in Control,” “Disability” and “Good Reason” shall have the respective meanings set forth in our severance plan.

  52. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, presented below is the ratio of annual total compensation of our Chief Executive Officer, or CEO, to the annual total compensation of our median employee (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. To identify the “median employee” from our employee population, we determined the annual total compensation of each of our employees as of December 31, 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. We annualized base wages of any permanent employees who were employed for less than the full year or on unpaid leave during 2023, and we did not otherwise annualize or make any cost-of-living or other adjustments to employee compensation. Our employee population, including all full- and part-time employees, as of December 31, 2023 consisted of approximately 108 individuals, all of whom were located in the United States. For 2023, our last completed fiscal year, annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $3,784,680, as disclosed on page 34. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $122,976. Based on this information, the ratio of our CEO's annual total compensation to our median employee's annual total compensation for fiscal year 2023 is 30.8 to 1. The SEC's rules for calculating the required pay ratio permit companies to use reasonable estimates and assumptions in their methodologies, and companies have different employee populations and compensation practices. As a result, pay ratios reported by other companies may not be comparable to the pay ratio reported above.

  53. Pay v. Performance Table

    | Year (1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($) (3) | Average Summary Compensation Table Total for Non- PEO Named Executive Officers ($) (2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (3) | Value of Initial Fixed $100 Investment Based On: (4) | | Net Loss ($) | Adjusted EBITDA (5) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2023 | 3,784,680 | 2,972,331 | 1,530,133 | 1,236,182 | N/A | N/A | (76,887,000) | 280,890,000 | | 2022 | 1,824,355 | 2,343,335 | 884,068 | 991,621 | N/A | N/A | (73,383,000) | 245,963,000 | | 2021 | 2,398,043 | 2,398,043 | 1,235,471 | 1,235,471 | N/A | N/A | (53,269,000) | 32,368,000(6) |

  54. Reconciliation of Compensation Actually Paid Adjustments

    Reconciliation of Compensation Actually Paid Adjustments

  55. Reconciliation of Compensation Actually Paid Adjustments

    | Year | Summary Compen- sation Table Total ($)(a) | Minus Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans ($)(b) | Plus Service Costs Under Defined Benefit and Actuarial Pension Plans ($)(c) | Minus Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)(d) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)(e) | Plus/ (Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)(f) | Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)(g) | Plus/ (Minus) Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(h) | Minus Fair Value as of Prior Fiscal Year- End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(i) | Equals Compensation Actually Paid ($) | | PEO | | | | | | | | | | | | 2023 | 3,784,680 | — | — | (1,999,991) | 1,500,009 | (234,279) | — | (78,088) | — | 2,972,331 | | 2022 | 1,824,355 | — | — | — | — | 515,184 | — | 3,796 | — | 2,343,335 | | 2021 | 2,398,043 | — | — | (2,000,003) | 2,000,003 | — | — | — | — | 2,398,043 | | Other NEOs (Average) (j) | | | | | | | | | | | | 2023 | 1,530,133 | — | — | (618,753) | 464,069 | (125,113) | — | (14,154) | — | 1,236,182 | | 2022 | 884,068 | — | — | (39,062) | 48,828 | 97,099 | — | 688 | — | 991,621 | | 2021 | 1,235,471 | — | — | (1,022,340) | 1,022,340 | — | — | — | — | 1,235,471 |

  56. Reconciliation of Compensation Actually Paid Adjustments

    (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. (b) Represents the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. (c) Represents the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. (d) Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (e) Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. (f) Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (g) Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (h) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (i) Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (j) See footnote 1 above for the non-PEO NEOs included in the average for each year.

  57. Description of Relationship between Executive Compensation Actually Paid and Company Performance

    Description of Relationship between Executive Compensation Actually Paid and Company Performance We are required to describe the relationship between the “Compensation Actually Paid,” or CAP, as calculated in accordance with the SEC disclosure rules, and various financial performance measures. As noted in the Compensation Discussion and Analysis, following the completion of our merger with Griffin-American Healthcare REIT III, Inc., or the Merger, and the acquisition of our external advisor in 2021, our executive officers were employed by us and, beginning October 1, 2021, were compensated under our executive compensation program pursuant to the terms of the executive officer’s respective offer letters. These executive officer letters included equity awards which were sized to include annual grants for 2022 for each of the then-serving NEOs. Because of the sizing of the equity awards to include the 2022 grants and the fact that each NEO who was with our company at the time of the Merger did not receive an equity grant in 2022, the “Compensation Actually Paid” does not appear to be directly aligned with the performance metrics described below due to the impact of these equity award grants on 2021 “Compensation Actually Paid.” Moreover, due to the Merger on October 1, 2021, we could only reasonably calculate Adjusted EBITDA for the three months ended December 31, 2021. Finally, as noted above, there was no public market for our Class T common stock, and, thus, no total shareholder return value can be calculated for our Company as of December 31, 2023. The charts below show Mr. Prosky’s and the average of our other NEOs’ pay compared to our net loss and Adjusted EBITDA (in millions): * Represents Adjusted EBITDA for the three months ended December 31, 2021, as discussed above.

  58. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs The following is a list of financial performance measures, which in our assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for 2023. Please see the “Compensation Discussion & Analysis” for a further description of the metrics used in our company’s executive compensation program.

  59. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | •Adjusted EBITDA Growth | | •Net Debt to Adjusted EBITDA | | •Same-Property NOI Growth | | •Normalized FFO per share |

  60. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  61. Director Compensation

    Director Compensation If a director is also one of our employees, we do not pay any additional compensation to that person for services rendered as a director. Our director compensation program is designed with the goals of attracting and retaining highly qualified individuals to serve as directors and to fairly compensate them for their time and efforts. In 2023, our Board of Directors reviewed and approved the director compensation program adjustments described below after considering input from FPC (as defined below), the independent compensation consultant retained by the Compensation Committee to advise on executive officer and director compensation. For the year ended December 31, 2023, our independent directors received the following forms of compensation:

  62. Director Compensation

    | Type of fee | 2023 Amount | | Annual Cash Retainer | | | •All non-employee directors | •$85,000 annually, paid quarterly | | •Additional Audit Committee Chairperson fee | •$20,000 annually, paid quarterly | | •Additional Audit Committee Member fee | •$5,000 annually, paid quarterly | | •Additional Compensation Committee or Nominating and Corporate Governance Committee Chairperson fee | •$12,500 annually, paid quarterly | | •Additional Non-Executive Chairman of the Board fee | •$100,000 annually, paid quarterly | | Equity Compensation | | | •In connection with the initial election or subsequent re-election each year, each non-employee director receives an amount of restricted common stock pursuant to the 2015 Incentive Plan that fully vests one year from the date of grant, subject to their continued service as a non-employee director and prorated for their term of service | •Prior to June 15, 2023, $85,000 annually •Effective as of June 15, 2023, $95,000 annually | | Other Compensation | •Reimbursement of out-of- pocket expenses incurred in connection with attendance at Board meetings or Board Committee meetings. Such reimbursement is paid monthly. Our independent directors do not receive other benefits from us. |

  63. Director Compensation

    The following table sets forth certain information with respect to our director compensation for the year ended December 31, 2023:

  64. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jeffrey T. Hanson (4) | 185,000 | 94,985 | 1,513 | 281,498 | | Danny Prosky (4) | — | — | — | — | | Mathieu B. Streiff (4) | 85,000 | 94,985 | 1,513 | 181,498 | | Scott A. Estes | 100,000 | 94,985 | 3,595 | 198,580 | | Brian J. Flornes | 102,500 | 94,985 | 16,856 | 214,341 | | Harold H. Greene (5) | 51,250 | 82,738 | 11,651 | 145,639 | | Dianne Hurley | 106,250 | 94,985 | 18,026 | 219,261 | | Marvin R. O’Quinn (6) | 82,875 | 131,327 | 2,246 | 216,448 | | Valerie Richardson (6) | 82,875 | 131,327 | 2,246 | 216,448 | | Gerald W. Robinson (5) | 42,500 | 82,738 | 9,761 | 134,999 | | J. Grayson Sanders (5) | 42,500 | 82,738 | 9,812 | 135,050 | | Wilbur H. Smith III | 85,000 | 94,985 | 19,148 | 199,133 |

  65. Director Compensation

    (1) Amounts reported in this column represent the annual retainer fees received by each individual who served as a non-employee director during 2023. (2) Amounts reported in this column represent (a) the grant date fair value of the awards granted to the non-employee directors other than Messrs. Greene, Robinson and Sanders during the year ended December 31, 2023, as determined in accordance with Financial Accounting Standards Board ASC, Topic 718, Compensation — Stock Compensation, or FASB ASC Topic 718, based on the estimated net asset value per share of $37.16 or $31.40, as applicable, for our Class T common stock as of the date of grant and (b) in the case of Messrs. Greene, Robinson and Sanders, the incremental fair value under FASB ASC Topic 718 associated with the modification of their outstanding equity awards in connection with their retirements to provide for accelerated vesting of the unvested portion of their outstanding equity awards. The following table shows the aggregate number of nonvested shares of our restricted common stock held by each non-employee director as of December 31, 2023:

  66. Director Compensation

    | Director | Nonvested Shares of Our Restricted Common Stock (#) | | Hanson | 3,025 | | Prosky | — | | Streiff | 3,025 | | Estes | 3,025 | | Flornes | 3,400 | | Greene | — | | Hurley | 3,400 | | O’Quinn | 3,025 | | Richardson | 3,025 | | Robinson | — | | Sanders | — | | Smith | 3,400 |

  67. Director Compensation

    (3)Amounts reported in this column reflect the dollar value of distributions paid in connection with the stock awards granted to our independent directors or non-employee directors. (4)Messrs. Hanson, Prosky and Streiff are not independent directors. (5)Messrs. Greene, Robinson and Sanders served as independent directors who retired effective June 14, 2023. As such, amounts presented reflect compensation earned through their date of retirement. (6)Mr. O’Quinn and Ms. Richardson were appointed to our Board of Directors effective January 10, 2023.