DEF 14A of American Healthcare REIT, Inc., Apr 10, 2025

DEF 14A of American Healthcare REIT, Inc.

Filed Apr 10, 2025 · FY20240001632970-25-000027

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, as amended, or our Charter, and bylaws, as amended, or our 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 2025 Annual Meeting of Stockholders and ending on the date of the 2026 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 | 54 | | | | Danny Prosky | Chief Executive Officer, President, Director | 2021 | 60 | | | | Mathieu B. Streiff | Director | 2021 | 49 | | | | Scott A. Estes | Independent Director | 2022 | 54 | Audit (Chairman) | 2022 | | Brian J. Flornes | Independent Director | 2016 | 61 | Audit; Nominating and Corporate Governance (Chairman) | 2016; 2021 | | Dianne Hurley | Independent Director | 2016 | 62 | Audit; Compensation (Chairwoman) | 2016; 2021 | | Marvin R. O’Quinn | Independent Director | 2023 | 73 | Compensation | 2023 | | Valerie Richardson | Independent Director | 2023 | 66 | 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 2026 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

  7. Information about Director Nominees

    | | Jeffrey T. Hanson, age 54, 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 Investors, 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 six 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 60, 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 |

  8. Information about Director Nominees

    | | 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. 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 22 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. |

  9. Information about Director Nominees

    | | Scott A. Estes, age 54, 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 Chair of the Board of Directors 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 61, 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. |

  10. Information about Director Nominees

    | | Dianne Hurley, age 62, 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. Since October 2024, Ms. Hurley has also served as the Chief Operating Officer of MonCap Holdings, LLC, a growth private equity investment firm located in Boulder, Colorado. She has also 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. 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 73, 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 Operating 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. |

  11. Information about Director Nominees

    | | 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 66, 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. |

  12. Information about Director Nominees

    | 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. |

  13. 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, withhold votes 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.

  14. 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 62, 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 Bachelor of Science 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.

  15. 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 2024 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 2024 compensation. Our Compensation Committee believes that there are no conflicts of interest with respect to FPC’s services.

  16. 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 the peer group used for evaluating 2024 NEO compensation decisions, our Compensation Committee took into consideration the following characteristics: •Company size; •Enterprise ownership structures; •Asset class of portfolio; •Business strategy; •Geographic location; and •Human capital.

  17. 2024 Executive Compensation Peer Group

    2024 Executive Compensation Peer Group The table below identifies the companies in the peer group used for assessing the competitiveness of executive compensation levels, which our Compensation Committee considered as part of its analysis when setting 2024 compensation levels for our executive officers. As compared to the executive compensation peer group utilized for setting 2023 compensation, for 2024 compensation decisions, the Compensation Committee added Community Healthcare Trust Incorporated in order to include another relatively similar-sized healthcare REIT and removed Orion Office REIT, Inc., due to it being smaller in size relative to us and the rest of the peer group.

  18. 2024 Executive Compensation Peer Group

    | Peer | Industry | Total Capitalization ($MM) | | American Healthcare REIT, Inc. | Healthcare | $6,445 | | Brandywine Realty Trust | Office | $3,202 | | CareTrust REIT, Inc. | Healthcare | $5,476 | | Community Healthcare Trust Incorporated | Healthcare | $1,033 | | Global Medical REIT Inc. | Healthcare | $1,289 | | Healthcare Realty Trust Incorporated | Healthcare | $10,962 | | Highwoods Properties, Inc. | Office | $6,711 | | LTC Properties, Inc. | Healthcare | $2,349 | | National Health Investors, Inc. | Healthcare | $4,331 | | Peakstone Realty Trust | Diversified | $1,831 | | Physicians Realty Trust (1) | Healthcare | * | | Piedmont Office Realty Trust, Inc. | Office | $3,359 | | Retail Opportunity Investments Corp. (1) | Shopping Center | * | | Sabra Health Care REIT, Inc. | Healthcare | $6,541 | | Sila Realty Trust, Inc. | Healthcare | $1,903 | | SmartStop Self Storage REIT, Inc. | Self-Storage | * |

  19. 2024 Executive Compensation Peer Group

    Source: S&P Global, data as of December 31, 2024. *Total capitalization information is not available. (1) Retail Opportunity Investments Corp. and Physicians Realty Trust were utilized as peer companies in determining 2024 compensation; however, both have since been acquired and thus do not have total capitalization information in the chart above.

  20. Elements of Compensation

    | Base Salary | Fixed level of competitive base pay to attract and retain executive talent, generally based on scope and complexity of role and responsibilities | | Short-Term Incentive Program | Designed to reward our NEOs for the achievement of annual corporate performance goals and individual performance goals •Includes 70% (varies by executive officer) of objectively evaluated metrics for corporate performance •Includes 30% (varies by executive officer) of subjectively evaluated strategic goals and individual performance | | Long-Term Incentive Program | Awarded to promote retention of key members of the management team and encourage alignment with our long-term growth and performance that maximizes stockholder value. 50% of total award is performance-based, while 50% is time-based and vests ratably over a three-year period, subject to the NEO’s continued employment or provision of services | | Listing Equity Awards | Upon the closing of the February 2024 Offering, we granted 972,222 shares of restricted common stock, or the Listing Equity Awards, to certain employees and directors, including our NEOs, to (i) recognize the efforts leading to a successful listing and capital raise to position us for future growth and success; (ii) further align the interests of recipients with the interests of our public stockholders and motivate them to continue to deliver strong results for the company; and (iii) serve as a useful retention vehicle as the awards vest over a four-year period based on continued service |

  21. 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. For 2024, the Compensation Committee did not adjust the annual cash bonus opportunities for the NEOs as compared to 2023. 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 2024 awards:

  22. 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% |

  23. 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 2024, 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 2024, the objective performance metrics were our Normalized FFO per Share (as defined below), our Net Debt-to-Adjusted EBITDA and our Same-Store NOI Growth (as defined below, and excluding grant income), each as described further below. For 2024, the Compensation Committee replaced Adjusted EBITDA Growth, which was used as a performance metric under the 2023 short-term incentive program, with Normalized FFO per Share in order to adopt a performance measure more closely aligned with that of our publicly listed REIT peers. Our 2024 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 2024, 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:

  24. Short-Term Incentive Program (Cash Bonuses)

    | Metric | Weighting | Performance Hurdles | | | Actual 2024 Performance | Hurdle Achieved | | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | | | | Normalized FFO per Share | 34% | $1.19 | $1.22 | $1.25 | $1.41 | Maximum | | Net Debt-to- Adjusted EBITDA | 33% | 6.5x | 6.2x | 5.9x | 4.3x | Maximum | | Same-Store NOI Growth (compared to 2023) (1) | 33% | 5.5% | 6.5% | 7.5% | 17.7% | Maximum |

  25. Short-Term Incentive Program (Cash Bonuses)

    (1) In prior public filings, we have referred to this performance metric approved by our Compensation Committee as “Same-Property NOI Growth,” but we are now replacing the term with “Same-Store NOI Growth” in order to use terminology consistent with our external financial reporting. The calculation underlying both terms is the same.

  26. Short-Term Incentive Program (Cash Bonuses)

    | 2024 Performance Metrics | | | Normalized FFO per Share | •Funds from operations, or FFO, is defined as net income (loss) computed in accordance with GAAP, excluding gains or losses from sales of certain real estate assets, gains or losses upon consolidation of a previously held equity interest and impairment write-downs of certain real estate assets and investments, plus depreciation and amortization related to real estate, and after adjustments for unconsolidated partnerships and joint ventures. While impairment charges are excluded from the calculation of FFO as described above, investors are cautioned that impairments are based on estimated future undiscounted cash flows. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO. •Normalized funds from operations, or Normalized FFO, is defined as FFO further adjusted for the following items included in the determination of GAAP net income (loss): expensed acquisition fees and costs, which we refer to as business acquisition expenses; amounts relating to changes in deferred rent and amortization of above- and below-market leases (which are adjusted in order to reflect such payments from a GAAP accrual basis); the non-cash impact of changes to our equity instruments; non-cash or non-recurring income or expense; the non-cash effect of income tax benefits or expenses; capitalized interest; impairment of intangible assets and goodwill; amortization of closing costs on debt security investments; mark-to-market adjustments included in net income (loss); gains or losses included in net income (loss) from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan; and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect Normalized FFO on the same basis. | | Net Debt-to-Adjusted EBITDA | •Net Debt is defined as total long-term debt, excluding operating lease liabilities, less cash and cash equivalents and restricted cash related to debt. •EBITDA is a non-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, non-cash 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, impairments of real estate investments, impairments of intangible assets and goodwill, and non-recurring one-time items. |

  27. Short-Term Incentive Program (Cash Bonuses)

    | 2024 Performance Metrics | | | Same-Store NOI Growth | •NOI is a non-GAAP financial measure that 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, impairments 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-Store NOI is NOI from properties owned and consolidated for the full year in both comparison years and that are not otherwise excluded. Properties are excluded from Same-Store if they are: (1) sold, classified as held for sale or properties whose operations were classified as discontinued operations in accordance with GAAP; (2) impacted by materially disruptive events such as flood or fire for an extensive period of time; or (3) properties that are scheduled to undergo major expansions/renovations or business model transitions or have transitioned business models after the start of the prior comparison period. •Same-Store NOI Growth is calculated as the percentage increase/(decrease) of current year Same-Store NOI over prior year’s Same-Store NOI. •We consider Same-Store 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. |

  28. Short-Term Incentive Program (Cash Bonuses)

    To determine individual performance, our Compensation Committee took into consideration the following 2024 key accomplishments of our NEOs:

  29. Short-Term Incentive Program (Cash Bonuses)

    | Named Executive Officer | Key Accomplishments | | Danny Prosky | •Actively engaged with institutional investors and key stakeholders to educate them regarding our ISHC business segment and healthcare industry trends to complete three successful equity offerings, which collectively raised a total of $1.36 billion in gross proceeds, and our NYSE listing in 2024, strengthening our financial position and market presence. •Led management team’s success in achieving robust Normalized FFO growth and Same-Store NOI growth across our portfolio. •Directed our capital allocation strategy to improve our leverage metrics, highlighted by the reduction in our Net Debt-to-Adjusted EBITDA ratio from 8.5x to 4.3x over the course of 2024. •Negotiated and oversaw the accretive acquisition of the remaining minority membership interest in Trilogy Holdings held by our joint venture partner, providing our company with 100% ownership of Trilogy. •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. |

  30. Short-Term Incentive Program (Cash Bonuses)

    | Named Executive Officer | Key Accomplishments | | Danny Prosky — (Continued) | •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-Store NOI and maintain high occupancy rates in the portfolio. •Regularly communicated with, and provided updates to, our Board of Directors and coordinated management’s presentation to the Board on strategic initiatives and portfolio performance. Developed and maintained key external relationships with peers, material tenants, operators and other significant parties in the healthcare real estate space. | | Brian S. Peay | •Led proactive initiatives to protect and enhance our balance sheet, liquidity and financial flexibility to support our business objectives. ◦Completed the February 2024 Offering, raising a total of $773 million in gross proceeds. ▪Assisted in the completion of multiple filings with the SEC of our Registration Statement on Form S-11 in preparation for the February 2024 Offering. ▪Prepared our earnings model for the use of sell-side analysts in connection with the February 2024 Offering. ▪Participated in multiple rounds of testing-the-waters and roadshow meetings with institutional investors to help them better understand our assets and growth strategies ◦Completed the September 2024 Offering, raising a total of $471 million in gross proceeds. ▪Proceeds used to acquire the remaining minority membership interest in Trilogy Holdings held by our joint venture partner. ▪Remaining proceeds used to pay down debt, improve liquidity and further de-lever our balance sheet. ◦Implemented the ATM Offering, raising a total of $120 million in gross proceeds as of December 31, 2024. ▪Executed at-the-market sales of our stock at attractive pricing to pay down debt, improve liquidity and further de-lever our balance sheet. ◦Coordinated debt paydowns with proceeds from the equity offerings and property dispositions to improve our balance sheet, financial ratios and capital structure. ▪Negotiated amendments to our unsecured revolving credit facility which included additional lenders being admitted to the facility, an increase in the notional amount, an increased term and covenant improvements. •Participated in regular quarterly and ad hoc meetings with sell-side analysts and institutional investors, as well as multiple investor conferences and meetings to increase stakeholder engagement. •Hired and trained a Vice President of Investor Relations & Capital Markets to enhance and streamline our messaging to the analyst and investor communities. |

  31. Short-Term Incentive Program (Cash Bonuses)

    | Named Executive Officer | Key Accomplishments | | Gabriel M. Willhite | •Oversaw the operations of our real estate portfolio that achieved significant NOI growth in 2024, with an extensive focus on our ISHC and SHOP segments, which delivered 23.8% and 52.8% Same-Store NOI growth respectively, and 17.7% total portfolio Same-Store NOI growth in 2024. •Contributed significantly to the execution of the February 2024 Offering, including leading our efforts in preparing testing-the-waters and roadshow marketing materials. •Participated in extensive meetings with investors and research analysts throughout 2024, particularly in connection with the February 2024 Offering, including non-deal roadshows and other significant outreach initiatives. •Contributed significantly to the successful execution of the September 2024 Offering. •Served as chairman of the Board of Directors of Trilogy, our company’s single largest investment, and dedicated extensive time and attention to strategic initiatives that drove 23.8% Same-Store NOI growth from the ISHC segment in 2024. •Completed the acquisition of the remaining minority membership interest of Trilogy Holdings held by our joint venture partner, providing our company with 100% ownership in Trilogy and avenues for continued growth at Trilogy. •Oversaw the expansion of our ISHC portfolio by $82.4 million through new campus developments, expansions and additional investments in order to grow the Trilogy portfolio and further drive NOI growth and value creation. •Oversaw our cybersecurity efforts and served as chairman of the Cybersecurity Incident Management Team. •Oversaw improvements to our cybersecurity protocols, including our Cybersecurity Incident Management Plan. •Oversaw significant improvements in our Human Resources department, including improvements in recruitment strategy, employee education and advancement and employee benefits. •Led the establishment of our Employee Stock Purchase Plan to provide additional incentives for employees and enhance alignment between our employees and stockholders. •Served as a member of our Investment Committee that evaluates all significant company investments and dispositions. | | Stefan K.L. Oh | •Led our investment and asset management teams in strategic property dispositions totaling $151 million in gross proceeds, which resulted in: ◦mitigating potential downside risk through the sale of a leased skilled nursing portfolio; ◦the opportunistic sale of two OM buildings at above-market pricing; and ◦improved portfolio quality and NOI through the sale of three other non-core properties. •Preserved our mezzanine investment in a Freddie Mac loan securitization by structuring and completing the loan assumption of two supporting loan pools that were in default. |

  32. Short-Term Incentive Program (Cash Bonuses)

    | Named Executive Officer | Key Accomplishments | | Stefan K.L. Oh — (Continued) | •Expanded our portfolio through the acquisition of $139 million of SHOP and an OM joint venture interest that included: ◦19 SHOP acquired through the aforementioned loan assumptions; ◦an off-market SHOP in special servicing; and ◦the purchase of the remaining minority interest in an OM building. •Collaborated with the asset management teams to manage risk and optimize portfolio performance through operator realignment, leasing initiatives and strategies to mitigate potential downside risks, including structuring and negotiating a lease blend-and-extend on a Massachusetts skilled nursing portfolio. •Established and nurtured essential external relationships with peers, operators, tenants, capital market professionals and other important stakeholders within the healthcare real estate industry. | | Mark E. Foster | •Actively contributed to our capital markets activities in 2024, including the February 2024 Offering, the September 2024 Offering and the ATM Offering, which collectively raised a total of $1.36 billion in gross proceeds. •Oversaw the acquisition of the remaining minority interest in Trilogy Holdings held by our joint venture partner for a total cash purchase price of $258 million in September 2024. •Oversaw legal and closing issues related to the upsizing of the 2024 Credit Agreement resulting in an increase in aggregate maximum borrowing capacity and maturity date extension. •Led the drafting and implementation of several intercompany credit facilities resulting in significant savings to our company in interest expenses. •Actively managed and reduced outside counsel legal expenses through fixed-fee arrangements, implementation of standard fee reductions and negotiation of legal fees. •Significantly reduced transactional legal expenses through hiring a new real estate transactional attorney resulting in a material reduction in legal expenses and an expansion of in-house legal capabilities. •Oversaw significant improvements to our legal operations, including enhanced litigation management, claims resolution, corporate policies and procedures, transactional form adoption, regulatory compliance and corporate governance matters. •Actively engaged in material property acquisitions and dispositions and financing transactions. |

  33. Short-Term Incentive Program (Cash Bonuses)

    Following the Compensation Committee’s review of individual performance during 2024 as described above, based on the collective efforts of each of the NEOs, the Compensation Committee determined that the individual performance component of the short-term incentive plan was achieved at target for each NEO. Based on its assessment of our corporate performance and the NEO group’s individual performance and respective weightings described above, our Compensation Committee approved cash bonuses for 2024 in the following amounts:

  34. Short-Term Incentive Program (Cash Bonuses)

    | 2024 Cash Bonus | | | | Named Executive Officer | Payout | As a % of Target | | Danny Prosky | $1,012,500 | 135% | | Brian S. Peay | $675,000 | 135% | | Gabriel M. Willhite | $607,500 | 135% | | Stefan K.L. Oh | $430,313 | 135% | | Mark E. Foster | $333,450 | 135% |

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

    Long-Term Incentive Program (Equity-Based Compensation) To encourage retention and alignment with our long-term growth and performance, our NEOs are entitled to receive equity-based compensation. In 2024, 50% of such equity-based awards were provided in the form of restricted stock units, or RSUs, subject to performance-based vesting, and the remaining 50% of such awards were RSUs subject only to time-based vesting restrictions. In order to increase the portion of NEO compensation with vesting tied to pre-established performance goals and further align the interests of our NEOs with those of our shareholders after our exchange listing, the Compensation Committee increased the weighting of performance-based RSUs from 25% in 2023 to 50% in 2024. Additionally, beginning in 2024, our Compensation Committee approved a change in our performance-based long-term incentive program such that the performance-based component of awards under the program will be based on total shareholder return relative to a performance peer group, rather than Normalized FFO, or NFFO (the performance metric applicable to the performance-based RSU awards granted in 2023 and which is now a component of our 2024 cash bonus program), as illustrated in the following graphic:

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

    | PRE-IPO 2023 LONG-TERM INCENTIVE PLAN | → | POST-IPO 2024 LONG-TERM INCENTIVE PLAN | | 100% Three-Year Relative NFFO vs. Peers | | 100% Three-Year Relative TSR vs. Peers |

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

    Our NEOs received the following equity awards in 2024:

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

    | | Equity Awards | | | | Named Executive Officer | Time-Based RSUs (#) (1) | Performance-Based RSUs (#) (2) | Grant Date Value (3) | | Danny Prosky | 92,656 | 92,656 | $2,699,996 | | Brian S. Peay | 41,181 | 41,181 | $1,200,014 | | Gabriel M. Willhite | 29,170 | 29,170 | $850,014 | | Stefan K.L. Oh | 27,454 | 27,454 | $800,010 | | Mark E. Foster | 22,306 | 22,306 | $649,996 |

  39. 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 the closing price of a share of our common stock on the NYSE on the date of grant. These time-based RSUs vest ratably over three years, 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, assuming performance at the target level, divided by the closing price of a share of our common stock on the NYSE on the date of grant. (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 and assuming performance at the target level. The performance-based RSUs will cliff vest in the first quarter of 2027 (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 total shareholder return ranking over the three-year period ending December 31, 2026 versus a performance peer group comprised of: CareTrust REIT, Inc., Healthcare Realty Trust Incorporated, LTC Properties Inc., National Health Investors, Inc., Healthpeak Properties, Inc., Sabra Health Care REIT, Inc., Omega Healthcare Investors, Inc., Ventas, Inc. and Welltower, 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. Based on our relative total shareholder return, vesting may range from 50% of target to a maximum level of 200% of target, with no vesting for performance below threshold and linear interpolation for performance between levels. See “Executive Compensation Tables and Related Information – Outstanding Equity Awards at Fiscal Year-End December 31, 2024” for further information regarding the 2024 long-term equity incentive awards.

  40. 2024 Listing Equity Awards

    2024 Listing Equity Awards Upon the closing of the February 2024 Offering, we granted 972,222 Listing Equity Awards to our directors, executive officers and employees under our incentive plan. The Listing Equity Awards vest ratably over four years and are subject to continuous service through the vesting dates. The amounts granted to the NEOs were as follows:

  41. 2024 Listing Equity Awards

    | Listing Equity Awards | | | | Named Executive Officer | Restricted Shares of Common Stock (#) | Aggregate Grant Date Value | | Danny Prosky | 222,222 | $2,915,553 | | Brian S. Peay | 148,148 | $1,943,702 | | Gabriel M. Willhite | 125,926 | $1,652,149 | | Stefan K.L. Oh | 74,074 | $971,851 | | Mark E. Foster | 55,556 | $728,895 |

  42. LTIP Award Payouts

    LTIP Award Payouts The table below outlines the long-term incentive earnings opportunities for the 2022-2024 performance period and the payouts that were approved for each of the NEOs at the Compensation Committee meeting on March 12, 2025:

  43. LTIP Award Payouts

    | | 2022 - 2024 Performance Level | | | | | | Metric | Threshold | Target | Maximum | Performance Result | Performance Achievement vs. Target | | Percentage change in modified FFO per share compared to peers (1)(2) | (250) bps | 0 bps | 250 bps | (67.82) bps | 86.44% of Target |

  44. LTIP Award Payouts

    (1) The performance-based RSUs cliff vested in the first quarter of 2025 (subject to continuous employment or provision of services through that vesting date), with the amount of RSUs vesting based on our modified FFO per share ranking over the three-year period ending December 31, 2024 versus a performance peer group comprised of: CareTrust REIT, Inc., Healthcare Realty Trust Incorporated, LTC Properties Inc., National Health Investors, Inc., Physicians Realty Trust, and Sabra Health Care REIT, Inc. (2) Modified FFO, or MFFO, is FFO further adjusted for the following items included in net income (loss): expensed acquisition fees and costs; amounts relating to deferred rent and amortization of above- and below-market leases and liabilities; accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in net income (loss); gains or losses included in net income (loss) from the extinguishment or sale of debt, hedges, foreign exchange, derivatives, or securities holdings where trading of such holdings is not a fundamental attribute of the business plan; impairment of goodwill; and after adjustments for consolidated and unconsolidated partnerships and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. The following table sets forth the target performance-based RSUs granted to each NEO and the number of performance-based RSUs earned based on the vesting level set forth above.

  45. LTIP Award Payouts

    | Named Executive Officer | Target Performance-Based RSUs (#) | Earned Performance-Based RSUs (#) | | Danny Prosky | 13,557 | 11,718 | | Brian S. Peay | 5,084 | 4,394 | | Gabriel M. Willhite | 2,542 | 2,197 | | Stefan K.L. Oh | 2,203 | 1,904 | | Mark E. Foster | 1,051 | 908 |

  46. 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.

  47. 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, including our Employee Stock Purchase Plan. 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.

  48. 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.

  49. 2024 Summary Compensation Table

    2024 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, 2024, 2023 and 2022.

  50. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (1) | All other compensation ($) (3) | Total ($) (4) | | Danny Prosky Chief Executive Officer and President | 2024 | 750,000 | 225,000 | 5,615,549 | 787,500 | 297,768 | 7,675,817 | | | 2023 | 750,000 | 225,000 | 1,999,991 | 724,500 | 85,189 | 3,784,680 | | | 2022 | 750,000 | 225,000 | — | 787,500 | 61,855 | 1,824,355 | | Brian S. Peay Chief Financial Officer | 2024 | 500,000 | 150,000 | 3,143,716 | 525,000 | 189,645 | 4,508,361 | | | 2023 | 475,000 | 142,500 | 849,998 | 458,850 | 58,601 | 1,984,949 | | | 2022 | 475,000 | 142,500 | — | 498,750 | 51,011 | 1,167,261 | | Gabriel M. Willhite Chief Operating Officer | 2024 | 450,000 | 135,000 | 2,502,163 | 472,500 | 162,766 | 3,722,429 | | | 2023 | 425,000 | 127,500 | 849,998 | 410,550 | 52,409 | 1,865,457 | | | 2022 | 384,000 | 127,500 | — | 446,250 | 35,366 | 993,116 | | Stefan K.L. Oh Chief Investment Officer | 2024 | 425,000 | 95,625 | 1,771,861 | 334,688 | 112,041 | 2,739,215 | | | 2023 | 400,000 | 90,000 | 400,005 | 289,800 | 41,803 | 1,221,608 | | | 2022 | 400,000 | 130,000 | — | 195,000 | 39,487 | 764,487 | | Mark E. Foster Executive Vice President, General Counsel and Secretary | 2024 | 380,000 | 74,100 | 1,378,891 | 259,350 | 74,905 | 2,167,246 | | | 2023 | 360,000 | 70,200 | 375,010 | 226,044 | 17,265 | 1,048,519 | | | 2022 | 135,000 | 70,200 | 156,248 | 245,700 | 4,261 | 611,409 |

  51. 2024 Summary Compensation Table

    (1) Represents amount paid under the short-term incentive program for the fiscal years ended December 31, 2024, 2023 and 2022, with the portion in the Bonus column reflecting the individual component of the 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 2024 time-based RSUs and performance-based RSUs were awarded and granted in March 2024 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 2024 performance-based RSUs granted to the NEOs would be as follows: Mr. Prosky, $2,699,996; Mr. Peay, $1,200,014; Mr. Willhite, $850,014; Mr. Oh, $800,010; and Mr. Foster, $649,996. See “Compensation Discussion & Analysis — Elements of Compensation — Long-Term Incentive Program (Equity-Based Compensation)” for additional information regarding these awards. The one-time Listing Equity Awards, which are also reflected in this column, were granted on February 9, 2024 in connection with the closing of the February 2024 Offering. (3) Amounts in the “All other compensation” column for 2024 consist of the following payments we paid to or on behalf of the NEOs in 2024:

  52. 2024 Summary Compensation Table

    | Name | 401(k) Contributions | Distributions Paid on Awards | | Danny Prosky | $8,242 | $289,526 | | Brian S. Peay | $8,358 | $181,287 | | Gabriel M. Willhite | $8,366 | $154,400 | | Stefan K.L. Oh | $8,443 | $103,598 | | Mark E. Foster | $7,731 | $67,174 |

  53. 2024 Summary Compensation Table

    (4) As the Listing Equity Awards were non-recurring in nature, the Summary Compensation Table values for 2024 are significantly higher than those in 2023. Excluding the Listing Equity Awards and the distributions paid with respect to such awards, the 2024 total compensation would be as follows for the Named Executive Officers: Mr. Prosky, $4,593,598; Mr. Peay, $2,453,548; Mr. Willhite, $1,975,836; Mr. Oh, $1,711,809; and Mr. Foster, $1,396,684. We are providing this supplemental Total by subtracting the grant date fair value of the Listing Equity Awards and the value of any distributions paid with respect to such awards from the “Total” column. This supplemental Total differs from, and is not a substitute for, the amounts reported in the “Total” column, as calculated pursuant to the Summary Compensation Table rules.

  54. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table summarizes all grants of plan-based awards made to our NEOs in 2024.

  55. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Approval 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)(4) | Grant date fair value of stock and option awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Danny Prosky | — | — | 86,625 | 525,000 | 787,500 | — | — | — | — | — | | | 2/9/2024 | 1/24/2024 | — | — | — | — | — | — | 222,222 | 2,915,553 | | | 3/25/2024 | 3/25/2024 | — | — | — | — | — | — | 92,656 | 1,349,998 | | | 3/25/2024 | 3/25/2024 | — | — | — | 46,328 | 92,656 | 185,312 | — | 1,349,998 | | Brian S. Peay | — | — | 57,750 | 350,000 | 525,000 | — | — | — | — | — | | | 2/9/2024 | 1/24/2024 | — | — | — | — | — | — | 148,148 | 1,943,702 | | | 3/25/2024 | 3/25/2024 | — | — | — | — | — | — | 41,181 | 600,007 | | | 3/25/2024 | 3/25/2024 | — | — | — | 20,591 | 41,181 | 82,362 | — | 600,007 | | Gabriel M. Willhite | — | — | 51,975 | 315,000 | 472,500 | — | — | — | — | — | | | 2/9/2024 | 1/24/2024 | — | — | — | — | — | — | 125,926 | 1,652,149 | | | 3/25/2024 | 3/25/2024 | — | — | — | — | — | — | 29,170 | 425,007 | | | 3/25/2024 | 3/25/2024 | — | — | — | 14,585 | 29,170 | 58,340 | — | 425,007 | | Stefan K.L. Oh | — | — | 36,816 | 223,125 | 334,688 | — | — | — | — | — | | | 2/9/2024 | 1/24/2024 | — | — | — | — | — | — | 74,074 | 971,851 | | | 3/25/2024 | 3/25/2024 | — | — | — | — | — | — | 27,454 | 400,005 | | | 3/25/2024 | 3/25/2024 | — | — | — | 13,727 | 27,454 | 54,908 | — | 400,005 | | Mark E. Foster | — | — | 28,529 | 172,900 | 259,350 | — | — | — | — | — | | | 2/9/2024 | 1/24/2024 | — | — | — | — | — | — | 55,556 | 728,895 | | | 3/25/2024 | 3/25/2024 | — | — | — | — | — | — | 22,306 | 324,998 | | | 3/25/2024 | 3/25/2024 | — | — | — | 11,153 | 22,306 | 44,612 | — | 324,998 |

  56. 2024 Grants of Plan-Based Awards

    (1) Represents bonus opportunities for 2024 corporate performance under the short-term incentive program as approved by the Compensation Committee on March 25, 2024. The actual amount awarded was determined based on the achievement of certain performance measures as described under “Short-Term Incentive Program (Cash Bonuses)” on page 27 of this proxy statement. The awards earned for such performance in 2024 were paid in February 2025, as shown in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table on page 37. Excluded from these columns is the discretionary portion of the 2024 bonus program, which are reflected in the “Bonus” column in the 2024 Summary Compensation Table. (2) Represents performance-based RSUs that will cliff vest in the first quarter of 2027 (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 total shareholder return ranking over the three-year period ending December 31, 2026 versus a company peer group. The grant date fair value was measured based on the achievement of total shareholder return ranking at the target level (the most probable outcome as of the grant date). (3) Represents time-based RSUs granted on March 25, 2024, which will vest in equal annual installments, with the first one-third installment vested on March 25, 2025, the second one-third installment vesting on March 25, 2026 and the final one-third installment vesting on March 25, 2027 (subject to continuous employment or provision of services through each vesting date). (4) Represents the Listing Equity Awards, restricted stock awards granted on February 9, 2024, which vest in equal annual installments on each of the first four anniversaries of the grant date (generally subject to continuous employment or provision of services through each vesting date).

  57. Outstanding Equity Awards at Fiscal Year-End December 31, 2024

    Outstanding Equity Awards at Fiscal Year-End December 31, 2024 The following table presents information about our NEOs’ outstanding equity awards as of December 31, 2024. The market value of such outstanding equity awards is based on the closing price of shares of our common stock on the NYSE as of December 31, 2024 at $28.42.

  58. Outstanding Equity Awards at Fiscal Year-End December 31, 2024

    | 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 | 358,444 | $10,186,978 | 193,273 | $5,492,819 | | Brian S. Peay | 207,259 | $5,890,301 | 85,745 | $2,436,873 | | Gabriel M. Willhite | 170,829 | $4,854,960 | 61,723 | $1,754,168 | | Stefan K.L. Oh | 109,802 | $3,120,573 | 56,500 | $1,605,730 | | Mark E. Foster | 85,793 | $2,438,237 | 46,105 | $1,310,304 |

  59. Outstanding Equity Awards at Fiscal Year-End December 31, 2024

    (1) Represents (a) in the case of Mr. Foster, restricted shares of common stock that vested 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 vested on January 1, 2025 (1,051 restricted shares) (subject to continuous employment or provision of services through each vesting date), (b) time-based RSUs that vested in equal installments, with the first one-third installment vested on April 3, 2023, the second one-third installment vested on April 3, 2024 and the final one-third installment vested on April 3, 2025 (Mr. Prosky, 31,848 RSUs, Mr. Peay, 13,536 RSUs, Mr. Willhite, 13,536 RSUs, Mr. Oh, 6,370 RSUs, and Mr. Foster, 5,972 RSUs) (subject to continuous employment or provision of services through each vesting date), (c) time-based RSUs that will vest in equal installments, with the first one-third installment vested on March 25, 2025, the second one-third installment vesting on March 25, 2026, and the final one-third installment vesting on March 25, 2027 (Mr. Prosky, 92,656 RSUs, Mr. Peay, 41,181 RSUs, Mr. Willhite, 29,170 RSUs, Mr. Oh, 27,454 RSUs, and Mr. Foster, 22,306 RSUs), subject to continuous employment or provision of services through each vesting date, and (d) time-based restricted stock that will vest in four equal installments, with the first one-installment vested on February 9, 2025, the second installment vesting on February 9, 2026, the third installment vesting on February 9, 2027, and the fourth installment vesting on February 9, 2028 (Mr. Prosky, 222,222 RSUs, Mr. Peay, 148,148 RSUs, Mr. Willhite, 125,926 RSUs, Mr. Oh, 74,074 RSUs, and Mr. Foster, 55,556 RSUs), subject to continuous employment or provision of services through each vesting date. Also included in this column are the performance-based RSUs that cliff vested in the first quarter of 2025 (subject to continuous employment or provision of services through that vesting date), based on our MFFO performance during the 2022-2024 performance period (Mr. Prosky, 11,718 RSUs, Mr. Peay, 4,394 RSUs, Mr. Willhite, 2,197 RSUs, Mr. Oh, 1,904 RSUs, and Mr. Foster, 908 RSUs). (2) Represents (a) 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, each reflected at target in this footnote), and (b) performance-based RSUs that will cliff vest in the first quarter of 2027 (subject to continuous employment or provision of services through that vesting date), which RSUs are scheduled to vest based on total shareholder return ranking as compared to a selected peer group (Mr. Prosky, 92,656 RSUs, Mr. Peay, 41,181 RSUs, Mr. Willhite, 29,170 RSUs, Mr. Oh, 27,454 RSUs, and Mr. Foster, 22,306 RSUs, each reflected at target in this footnote).

  60. 2024 Option Exercises and Stock Vested

    2024 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 2024 as well as the value of those shares upon vesting. The value realized upon vesting is based on the closing price of shares of our common stock on the NYSE on the vesting date.

  61. 2024 Option Exercises and Stock Vested

    | Name | Stock Awards | | | | Number of shares acquired on vesting (#) | Value realized on vesting | | Danny Prosky | 29,481 | $566,706 | | Brian S. Peay | 29,138 | $656,674 | | Gabriel M. Willhite | 27,926 | $625,474 | | Stefan K.L. Oh | 22,674 | $533,464 | | Mark E. Foster | 4,036 | $74,732 |

  62. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We maintain 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.

  63. 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, 2024 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 2024, 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, 2024 consisted of approximately 114 individuals, all of whom were located in the United States. For 2024, our last completed fiscal year, annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $7,675,817 as disclosed on page 37. The 2024 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $137,540. Based on this information, the ratio of our CEO's annual total compensation to our median employee's annual total compensation for fiscal year 2024 is 55.8 to 1. Excluding the impact of the Listing Equity Awards and related distributions, which were non-recurring in nature, for 2024, the annual total compensation for our CEO was $4,593,598, and our median employee’s annual total compensation was $137,540, and the adjusted ratio of CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year is 33.4 to 1. This adjusted ratio is being provided for additional context and should not be viewed as a substitute for the SEC calculated CEO pay ratio. 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.

  64. 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 $100 Investment Based On: (4) | | Net Loss ($) | Normalized FFO ($) (5) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2024 | 7,675,817 | 15,367,346 | 3,284,313 | 6,207,563 | 226.64 | 140.07 | (35,600,000) | 184,922,000 | | 2023 | 3,784,680 | 2,972,331 | 1,530,133 | 1,236,182 | N/A | N/A | (76,887,000) | 92,368,000 | | 2022 | 1,824,355 | 2,343,335 | 884,068 | 991,621 | N/A | N/A | (73,383,000) | 131,934,000 | | 2021 | 2,398,043 | 2,398,043 | 1,235,471 | 1,235,471 | N/A | N/A | (53,269,000) | 78,153,000 |

  65. Reconciliation of Compensation Actually Paid Adjustments

    Reconciliation of Compensation Actually Paid Adjustments

  66. Reconciliation of Compensation Actually Paid Adjustments

    | Year | Summary Compensation 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 | | | | | | | | | | | | 2024 | 7,675,817 | — | — | (5,615,549) | 14,215,400 | (560,997) | — | (347,325) | — | 15,367,346 | | 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) | | | | | | | | | | | | 2024 | 3,284,313 | — | — | (2,199,158) | 5,428,483 | (123,661) | — | (182,414) | — | 6,207,563 | | 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 |

  67. 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.

  68. 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, including total shareholder return. There was no public market for our common stock prior to February 9, 2024, and as such, no total shareholder return value can be calculated for our company for any year prior to 2024. For February 9, 2024 through December 31, 2024, the cumulative total shareholder return on a fixed initial investment of $100 in the company and our peer group was $226.64 and $140.07, respectively. Our compensation actually paid for our CEO and other NEOs increased by 417.0% and 402.2%, respectively, from December 31, 2023 to December 31, 2024. The charts below show Mr. Prosky’s and the average of our other NEOs’ pay compared to our net loss and Normalized FFO (in millions):

  69. 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 2024. Please see the “Compensation Discussion & Analysis” for a further description of the metrics used in our company’s executive compensation program.

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

    | •Total Shareholder Return | | •Normalized FFO per Share | | •Net Debt-to-Adjusted EBITDA | | •Same-Store NOI Growth |

  71. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  72. 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. For the year ended December 31, 2024, our independent directors received the following forms of compensation:

  73. Director Compensation

    | 2024 Annual Director Compensation | 2024 Additional Annual Compensation | | | | Lead Independent Director | $100,000 | | | Audit Committee | | | | Chair | $20,000 | | | Member | $5,000 | | | Compensation Committee | | | | Chair | $12,500 | | | Member | — | | | Nominating & Corporate Governance Committee | | | | Chair | $12,500 | | | Member | — |

  74. Director Compensation

    ________ Our independent directors are also reimbursed for 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. In addition to the compensation above, our non-employee directors also received restricted stock awards as Listing Equity Awards, resulting in the grant of 7,407 shares of restricted stock to each of our non-employee directors, other than Mr. Prosky. The restricted stock awards granted to our directors will vest on the same terms and conditions as the Listing Equity Awards granted to our employees, vesting in 25% increments on each of the first four anniversaries of the February 9, 2024 completion date of the February 2024 Offering, subject to the grantee’s continuous service through the applicable vesting date. The following table sets forth certain information with respect to our director compensation for the year ended December 31, 2024:

  75. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jeffrey T. Hanson (4) | 185,000 | 192,159 | 8,580 | 385,739 | | Danny Prosky (4) | — | — | — | — | | Mathieu B. Streiff (4) | 85,000 | 192,159 | 8,580 | 285,739 | | Scott A. Estes | 110,000 | 192,159 | 10,391 | 312,550 | | Brian J. Flornes | 102,500 | 192,159 | 21,923 | 316,582 | | Dianne Hurley | 102,250 | 192,159 | 21,923 | 316,582 | | Marvin R. O’Quinn | 85,000 | 192,159 | 9,558 | 286,717 | | Valerie Richardson | 85,000 | 192,159 | 9,558 | 286,717 | | Wilbur H. Smith III | 85,000 | 192,159 | 21,923 | 299,082 |

  76. 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 2024. (2) Amounts reported in this column represent the grant date fair value of the awards granted to the non-employee directors during the year ended December 31, 2024, as determined in accordance with Financial Accounting Standards Board ASC, Topic 718, Compensation — Stock Compensation, or FASB ASC Topic 718. 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, 2024:

  77. Director Compensation

    | Director | Nonvested Shares of Our Restricted Common Stock (#) | | Hanson | 11,017 | | Prosky | — | | Streiff | 11,017 | | Estes | 11,017 | | Flornes | 11,017 | | Hurley | 11,017 | | O’Quinn | 11,017 | | Richardson | 11,017 | | Smith | 11,017 |

  78. 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.