SEC Form DEF 14A filed by Medical Properties Trust Inc.

Dear Fellow Stockholder:

You are cordially invited to attend the 2024 annual meeting of stockholders of Medical Properties Trust (“MPT”, the “Company”, or “we”). The meeting will be held on May 30, 2024, at 10:30 a.m. Central Time at UAB Collat School of Business, 710 13th Street South, Birmingham, Alabama 35233.

In the enclosed Notice of the Annual Meeting of Stockholders and Proxy Statement, you will find details regarding accessing the meeting and the matters expected to be considered and voted upon there. Your vote is important to us. Whether or not you plan to attend the meeting, we urge you to vote by mail, phone, or internet.

We also encourage you to carefully review our Annual Report to Stockholders for more details on our business model, 2023 results, and current strategy to create value for shareholders.

We look forward to the meeting, and sincerely appreciate your continued interest in Medical Properties Trust.

Proxy Summary

$4.8 Billion

24.0%

Total Investment CAGR since IPO

99%

Of Leases Provide Annual Inflation-

Based Rent Escalations

16.8 Years

Weighted-Average

Lease and Loan Maturity 

54

Tenant Relationships

$137 Million

New Real Estate Investments

Refer to New Investments in Note 3 of the Notes to Consolidated
Financial Statements in our 2023 Annual Report on Form 10-K
for additional details⁽²⁾

$1.1 Billion

Net Proceeds from Sales of Real Estate and Proceeds from
Divesting an Operating Company (Lifepoint Behavioral)

As of December 31, 2023

Excludes spending on capital additions and development projects

Proxy Summary

Compensation Tied to Company Performance

Accelerated debt reduction with asset sales aggregating $1.1 billion

Reduction in number of shares earned

Decline in value of earned shares

CEO Compensation Actually Paid

Reduction in target equity compensation compared to 2023

No increases to cash compensation (our CEO has not received a base salary increase in six years)

Increased the portion of equity allocated to performance-based award

Rigorous performance hurdles for our performance-based awards to our CEO and CFO such that no amounts will be earned unless our stock price grows by at least 67% from the grant date

Over the past eight years, we have consistently received positive feedback from our stockholders as it relates to our executive compensation program design, with average support for our Say on Pay vote exceeding 90%

As illustrated above, our executive compensation continues to deliver strong pay for performance alignment and we have made even more positive enhancements in 2024 to ensure that our program continues to deliver on its promises

Proxy Summary

Alignment with our business plan, which is built on strong balance sheet management and accretive transactions

Majority of executive compensation tied to the achievement of rigorous performance goals

Majority of equity compensation is performance-based

No new employment agreements since 2003 with evergreen provisions, single-trigger change of control provisions or excise tax gross-up provisions

Appropriate balance between short-term and long-term incentive measures

Transparency with our stockholders on our compensation program, decisions, and practices

Stockholder engagement and response to feedback

Anti-hedging and anti-pledging policies

Robust clawback policy that requires our Board to recover excess cash and equity incentive compensation in the event we are required to restate our financial statements

Significant share ownership requirements for our named executive officers (“NEOs”), including 6x base salary for the CEO, 4x base salary for the CFO and 1.5x base salary for Mr. Hanna, Ms. Hooper, and Mr. Portal who are referred to as “Senior Vice Presidents” or “SVPs” in this Proxy Statement

Engagement of an independent compensation consultant to advise the Compensation Committee on executive compensation matters

Strong Stockholder Support for our Executive Compensation Program

Our historical Say-on-Pay vote results affirmed our stockholders’ support for our Company’s executive compensation program, including above 90% support from 2016 to 2022. In 2023, our Say-on-Pay vote received 78% support and accordingly, we have made proactive adjustments for our compensation program going forward.

We strive to maintain a best-in-class compensation program that is aligned with our strategic business plan and stockholders’ interests. In previous years, including for our 2023 executive compensation program, which was approved before the 2023 Say-on-Pay vote, we have generally maintained the core elements of our compensation program based on our strong Say-on-Pay support. Following the decline in support received in 2023, we made certain modifications to our 2024 executive compensation program, including a redesign of our annual LTIP awards. For our CEO and CFO, our annual LTIP awards will no longer be based on EBITDA and strategic transactions goals and will instead be based on the achievement of rigorous stock price goals to more directly align our executives’ compensation with our stockholders. We will continue to monitor and review our compensation program, engage with our stockholders, and make modifications as appropriate.

Proxy Summary

Director Qualifications and Experience

Planning

Leadership

Management

Estate

Percentage of Directors

Proxy Summary

Environmental Sustainability

Our Company-wide environmental policy confirms the value we place on sustainability.

2024 America’s Most Responsible Companies List by Newsweek

2024 America’s Greenest Companies List by Newsweek

2024 Green Lease Leaders Gold Certification

Increased our coverage of green lease provisions in existing leases

Completed Climate Change Questionnaire of the Climate Disclosure Project for the second year in a row

Continued the process of collecting and benchmarking our corporate operations and real estate portfolio’s emissions

Our corporate office space in London is Building Research Establishment Environmental Assessment Methodology (BREEAM) Excellent certified

Our corporate office space in New York City is WELL Gold certified and LEED Gold certified

Our People

We are committed to providing a dynamic and supportive workplace for our employees that encourages both personal and professional growth through significant training and continuing education opportunities.

42% of all MPT employees are female

Provided training for our employees, including anti-harassment, cybersecurity, and data security awareness

Recognized as one of Modern Healthcare’s Best Places to Work for the third year in a row in 2023

Social Responsibility

Given our long-term focus and ownership of our properties, we believe that it is of critical importance to improve the communities in which we operate by providing financial and volunteer support for private and public non-profit programs aimed at improving communities and public health.

Member of Nareit’s Social Responsibility Council

Support health, social, educational and community organizations through our Charity and Community Support Committee

Contributed to over 200 different nonprofit and community-based organizations in 2023

Director Qualifications, Skills, and Experience

 Edward K. Aldag, Jr.

 G. Steven Dawson

 R. Steven Hamner

 Caterina A. Mozingo

 Emily W. Murphy

 Elizabeth N. Pitman

 D. Paul Sparks, Jr.

 Michael G. Stewart

 C. Reynolds Thompson, III

 Percentage of Directors

Proposal 1: Election of Directors

Edward K. Aldag, Jr.

Director since: 2004

Founder, Chairman, President, and Chief Executive Officer

Age: 60

Committees:

Investment (Chair)

Environmental and Social

Risk

The Board believes that Mr. Aldag’s position as the founder of our Company, and his extensive experience in the healthcare and REIT industries, make him highly qualified to serve as Chairman of our Board.

Mr. Aldag launched our Company in 2003 as the nation’s only REIT focusing exclusively on hospitals. Medical Properties Trust is an established leader in the hospital REIT sector, with 439 facilities across the United States, seven countries in Europe, and one country in South America. Under Mr. Aldag’s leadership, MPT’s assets total approximately $18 billion, with approximately 43,000 licensed beds in its portfolio.

Mr. Aldag serves on the Board of Children’s of Alabama, one of the nation’s leading hospitals for children. He is Vice Chairman of the Alabama Children’s Hospital Foundation and Chairman of the Foundation’s Investment Committee and is a member of the Executive, Finance & Audit Committees. He also serves as a board member for Mitchell’s Place, benefitting children with autism; the Birmingham Education Foundation, dedicated to increasing the number of students in Birmingham City Schools who are on the path to college, career, and life readiness; the American Sports Medicine Institute, which works to understand, prevent, and treat sports-related injuries; and serves as a member of the Executive Committee of the Birmingham Business Alliance. He is a guest lecturer at both the University of Alabama and the University of Alabama at Birmingham (“UAB”) and part of the UAB President’s Campaign Leadership Cabinet for a $1 billion campaign. In November 2017, he was selected as a member of the National Advisory Board of Governors for Nareit.

Mr. Aldag was appointed as a board member of Infracore SA in May 2019 and as a board member of Générale-Beaulieu Immobilière SA in June 2020, both private foreign companies. A native of Eufaula, Alabama, Mr. Aldag is a graduate of the University of Alabama, where he majored in finance.

G. Steven

Dawson

Director since: 2004

Independent Director

Age: 66

Committees:

Audit (Chair)

Investment

The Board believes that Mr. Dawson’s substantial experience as a board member and committee chairman of other public REITs, along with his strong skills in corporate finance, strategic planning, and public company oversight, make him a valued advisor and highly qualified to serve as a member of our Board and as Chairman of our Audit Committee.

Since 2003, Mr. Dawson has primarily been a private investor focused on real estate and financial services in the U.S. and Canada, and has served on the boards of numerous public and private REITs and other companies. From July 1990 to September 2003, he served as Chief Financial Officer and Senior Vice President – Finance of Camden Property Trust (and its predecessors) (NYSE: CPT), a REIT specializing in apartment communities based in Houston, Texas.

Mr. Dawson currently serves on the Board of Directors and as Audit Committee chairman, as well as a member of the Nominating and Corporate Governance Committee and Compensation Committee for Cohen & Co. (NYSE American: COHN), a broker-dealer and an investment banking firm specializing in special purpose acquisition companies and credit-related fixed income investments in the U.S. and Europe. He is also the Chairman of the Board of Trustees for Nova Net Lease REIT (CSE: NNL-U.CN), a small Canadian company investing in specialty industrial properties in the U.S. Mr. Dawson holds a degree in business from Texas A&M University and is a member of the Real Estate Roundtable at the Mays Graduate School of Business at Texas A&M University.

Proposal 1: Election of Directors

R. Steven

Hamner

Director since: 2005

Founder, Executive Vice President, and Chief
Financial Officer

Age: 67

Committees:

Investment

The Board believes that Mr. Hamner’s position as a co-founder of our Company, and his extensive experience in the real estate and healthcare industries and in the corporate finance sector, make him highly qualified to serve as a member of our Board.

From August to September 2003, Mr. Hamner served as our Executive Vice President and Chief Accounting Officer. From October 2001 through March 2004, he was the Managing Director of Transaction Analysis LLC, a company that provided interim and project-oriented accounting and consulting services to commercial real estate owners and their advisors. From June 1998 to September 2001, he was Vice President and Chief Financial Officer of United Investors Realty Trust, a publicly traded REIT. For the 10 years prior to becoming an officer of United Investors Realty Trust, he was employed by the accounting and consulting firm of Ernst & Young LLP and its predecessors.

Mr. Hamner received a B.S. in Accounting from Louisiana State University.

Caterina A.

Mozingo

Director since: 2020

Independent Director

Age: 56

Committees:

Environmental and Social (Chair)

Risk

The Board believes that Ms. Mozingo’s experience as a certified public accountant (“CPA”) and consultant to real estate and healthcare companies, and her experience providing tax consulting services to for profit and not-for-profit companies, including publicly traded and privately held entities, make her highly qualified to serve as a member of our Board.

Ms. Mozingo is a tax partner with Aldridge, Borden & Company, P.C., a CPA firm that she joined in 1995. Her experience at Aldridge, Borden & Company includes a broad range of tax consulting and compliance services for businesses, individuals, fiduciaries, and tax-exempt entities. She began her career in public accounting with Coopers & Lybrand, LLP.

Ms. Mozingo is a member of the American Institute of CPAs (“AICPA”), and the Alabama Society of CPAs, where she serves on the State Taxation Committee. Ms. Mozingo graduated summa cum laude from the University of Alabama in Commerce and Business Administration before earning a Master of Tax Accounting degree. Ms. Mozingo holds the Personal Financial Specialist designation awarded by the AICPA.

Proposal 1: Election of Directors

Emily W.

Murphy

Director since: 2022

Independent Director

Age: 50

Committees:

Ethics, Nominating and Corporate Governance

Risk

Environmental and Social

The Board believes that Ms. Murphy’s legal background and extensive knowledge of managing the growth of large organizations make her a valued advisor and highly qualified to serve as a member of our Board.

Ms. Murphy is a leading expert in government contracting and government business. She served as Administrator of the U.S. General Services Administration (“GSA”) from 2017 to 2021, leading a workforce of more than 11,000 federal employees and overseeing 371 million square feet of office space and $75 billion in annual contracts. During her time as GSA Administrator, she had ultimate supervisory authority of the Office of High-Performance Green Buildings. She was a member of the Federal Acquisitions Security Committee, which dealt with risk management around information technology (“IT”) and the IT supply chain. Under her leadership, GSA significantly increased its sales and revenues, saved customer agencies more than $20 billion, and recorded the highest customer, vendor, and employee satisfaction scores in the history of the agency.

Before her service as the GSA Administrator, Ms. Murphy was GSA’s first Chief Acquisition Officer during the administration of President George W. Bush, where she was responsible for more than $40 billion in acquisition programs. Prior to this, she served at the U.S. Small Business Administration as the Senior Advisor for Government Contracting and Business Development and as Acting Associate Administrator for Government Contracting. In addition to her senior roles in the Executive Branch, Ms. Murphy spent nine years serving in various procurement policy and leadership roles for the House of Representatives, including Counsel and Professional Staff Member to the Committee on Armed Services and Senior Counsel and Policy Director for the Committee on Small Business.

In the private sector, Ms. Murphy was the General Counsel and Vice President for Operations for TerreStar National Services, Inc., a wholly owned subsidiary of TerreStar Networks, and practiced government contracts law with the firm of Wiley, Rein & Fielding (now Wiley). She is a graduate of the University of Virginia School of Law and Smith College, and is a member of the Young Presidents Organization, the Economic Club of Washington, D.C., and the Chief Executives Organization.

She currently serves as Senior Fellow with the Center for Government Contracting at George Mason University’s School of Business. She consults with companies seeking to strategically position themselves in the federal procurement space, and she serves on the Board of Advisors for SkillStorm and Vita Inclinata.

Elizabeth N.

Pitman

Director since: 2018

Independent Director

Age: 60

Committees:

Ethics, Nominating and Corporate Governance (Chair)

Risk (Chair)

Environmental and Social

The Board believes that Ms. Pitman’s experience as a healthcare lawyer, and her experience providing counsel to publicly traded and privately owned hospitals and healthcare systems, make her highly qualified to serve as a member of our Board.

Ms. Pitman has been an attorney with Holland & Knight, LLP, formerly Waller, Landen, Dortch & Davis, LLP, known as a leading provider of legal services to the healthcare industry, since 2015. From July 2013 to December 2013, she worked as corporate counsel for Vitera Healthcare Solutions, LLC, and prior to that, from October 2008 to July 2013, she served as general counsel at Success EHS, Inc., both providers of electronic health records and revenue cycle management solutions. Ms. Pitman has provided counsel to companies, hospitals and healthcare systems, surgery centers, physician groups, and healthcare information technology companies on a variety of matters, including healthcare regulatory, privacy, data and cyber security compliance, technology licensing, and mergers and acquisitions.

Ms. Pitman earned a B.S. in Accounting from the University of Alabama and a Juris Doctorate from the University of Alabama School of Law.

Proposal 1: Election of Directors

D. Paul

Sparks, Jr.

Director since: 2014

Independent Director

Age: 61

Committees:

Audit

Compensation

Investment

The Board believes that Mr. Sparks’ substantial experience in executive positions, and his ability to guide companies through periods of growth and development, make him a valued advisor and qualified to serve as a member of our Board.

Mr. Sparks retired in January 2016 after a 32-year career in the energy industry. Prior to his retirement, he was Senior Vice President of Resource Development for Energen Resources Corporation (NYSE: EGN), holding various positions with Energen since 1989, including Senior Vice President of Operations from 2006 until 2012. During his 27 years at Energen, Mr. Sparks helped Energen grow from a small, regulated utility to a top 20 independent oil and gas exploration and production company in the U.S. Mr. Sparks was responsible for the forward-looking strategy and implementation of valuing and developing the assets of Energen. Prior to joining Energen, Mr. Sparks worked with Amoco Corporation, a global chemical and oil company in Texas and Louisiana.

Mr. Sparks has been active in a number of organizations. He is the former Chairman of the New Mexico Oil and Gas Association, past advisor to the Gas Research Institute, a former board member of the Independent Petroleum Association of America, and past officer of the Society of Petroleum Engineers. He has authored a number of peer-reviewed publications and holds a patent in oil and gas technology. Mr. Sparks is a 1984 graduate of Mississippi State University with a degree in Petroleum Engineering. He is also a Bagley College of Engineering Distinguished Fellow and a member of the College’s Advisory Board.

Michael G.

Stewart

Director since: 2016

Lead Independent Director

Age: 68

Committees:

Compensation

Environmental and Social

Ethics, Nominating and Corporate Governance

The Board believes that Mr. Stewart’s legal background, and his extensive knowledge of healthcare, legal, and corporate governance and addressing various healthcare issues, make him a valued advisor and highly qualified to serve as a member of our Board.

Mr. Stewart is presently a private investor. He served as Executive Vice President, General Counsel and Secretary of the Company from 2005 – 2010. Mr. Stewart formerly worked with law firms Berkowitz, Lefkovits, Isom & Kushner (now Baker Donelson) and Constangy, Brooks & Smith, having a law practice that encompassed corporate, healthcare, litigation, employment, and labor. Mr. Stewart also served as Vice President and General Counsel of Complete Health Services, Inc. (later, United Healthcare of the South). Throughout his professional career, he has provided private consulting services to physician groups and other healthcare providers. Mr. Stewart is the author of four novels that have been published by G.P. Putnam’s Sons and Random House.

He is a graduate of Auburn University with a B.S. degree in Business Administration with an emphasis in Information Systems and received his Juris Doctorate degree from the Cumberland School of Law at Samford University.

Proposal 1: Election of Directors

C. Reynolds

Thompson, III

Director since: 2016

Independent Director

Age: 61

Committees:

Compensation (Chair)

Audit

Investment

The Board believes that Mr. Thompson’s significant executive experience, and his deep understanding of all aspects of REITs, make him a valued advisor and well qualified to serve as a member of our Board.

Mr. Thompson has served as CEO of the Propst Companies since July 2023. Propst is a privately held family investment company headquartered in Huntsville, Alabama with offices in Birmingham, Alabama and Nashville, Tennessee. Propst actively invests in commercial real estate, residential real estate and manufacturing businesses. Prior to Propst, Mr Thompson served as Chairman and Chief Investment Officer of Select Strategies Realty of Cincinnati (“Select”), a privately held real estate investment company that specializes in the development, acquisition, management, and leasing of retail and mixed-use real estate in Midwestern and Southeastern U.S. since 2014. Select has sponsored retail investments in excess of $400 million and has provided management and leasing services for over five million retail square feet. Founded in 2005, the firm has 7 offices along with its Cincinnati headquarters. The company manages and leases retail assets in nine states as well as office and multifamily assets in Ohio and Kentucky. Prior to Select, Mr. Thompson was President and Chief Financial Officer (1997 – 2013) of Colonial Properties Trust, a $4 billion publicly traded REIT with a portfolio of multifamily, office, retail, and mixed-use assets. During a 16-year career with Colonial, he also served as CEO, COO and CIO. He served on Colonial’s risk management committee and was part of reviewing and maintaining the Colonial’s business continuity plan. He has extensive public and private company management, operating and investment experience having raised $950 million in equity, $2.5 billion in debt and completed acquisitions totaling over $3 billion. Prior to Colonial, Mr. Thompson worked in acquisitions and due diligence for Carr America Realty Corporation, a then publicly traded REIT. Mr. Thompson began his career as a commercial lending officer at SunTrust Bank (now Truist Bank).

Mr. Thompson is a member of the Board of Visitors of the Culverhouse College of Business at the University of Alabama. He previously served on the Board of Governors of Nareit, and the board of directors of the Birmingham Business Alliance and United Way of Central Alabama. Mr. Thompson holds a B.S. degree with Special Attainments in Commerce from Washington and Lee University.

Proposal 1: Election of Directors

Proposal 1: Election of Directors

G. Steven Dawson

Chairman

D. Paul Sparks, Jr.

C. Reynolds Thompson, III

The Board has determined that each member of the Audit Committee is financially literate and satisfies the additional NYSE independence requirements for audit committee members, and that Mr. Dawson and Mr. Thompson each qualifies as an “audit committee financial expert” under current Securities and Exchange Commission (“SEC”) regulations. The Board has also determined that service by Mr. Dawson on other public companies’ audit committees has not impaired his ability to effectively serve on our Audit Committee.

The Audit Committee oversees (i) our accounting and financial reporting processes, (ii) the integrity and audits of our financial statements, (iii) our compliance with legal and regulatory requirements, (iv) the qualifications and independence of our independent auditors, and (v) the performance of our internal and independent auditors. The specific functions and responsibilities of the Audit Committee are set forth in the Audit Committee Charter, a copy of which is posted on our website at www.medicalpropertiestrust.com. The report of the Audit Committee appears on page 13 of this Proxy Statement.

Proposal 1: Election of Directors

C. Reynolds Thompson, III

Chairman

Michael G. Stewart

D. Paul Sparks, Jr.

Pursuant to the NYSE listing standards, in determining the independence of the directors serving on the Compensation Committee, our Board considered all factors specifically relevant to determining whether a director has a relationship to us which is material to that director’s ability to be independent from our management in connection with the duties of a Compensation Committee member, including, but not limited to, such director’s source of compensation and whether such director is affiliated with us, one of our subsidiaries, or an affiliate of one of our subsidiaries. Based on these factors, the Board determined that all of the Compensation Committee members are independent.

The principal functions of the Compensation Committee are to evaluate the performance of our executive officers, review and approve the compensation for our executive officers, and review, administer, and make recommendations to the full Board regarding our incentive compensation plans and equity-based plans. The Compensation Committee also reviews and approves corporate goals and objectives relevant to the CEO’s compensation, evaluates the CEO’s performance in light of those goals and objectives, and approves the CEO’s compensation. The Compensation Committee makes all compensation decisions with respect to the CEO and all other executive officers. The CEO is frequently asked to provide the Compensation Committee with the information it needs to perform these functions as well as to provide input and insights regarding each executive officer’s performance other than his own. The specific functions and responsibilities of the Compensation Committee are set forth in more detail in the Compensation Committee Charter, a copy of which is posted on our website at www.medicalpropertiestrust.com. The report of the Compensation Committee appears on page 36 of this Proxy Statement.

In 2023, the Compensation Committee engaged Gressle & McGinley, LLC (the “Compensation Consultant” or “Gressle & McGinley”), a nationally recognized compensation consultant. Gressle & McGinley assisted the Compensation Committee in determining the amount and form of executive compensation. The Compensation Committee also considered information presented by Gressle & McGinley when reviewing the appropriate types and levels of compensation for the Company’s non-employee director compensation program. Information concerning the nature and scope of Gressle & McGinley’s assignments and related disclosure is included in “Compensation Discussion and Analysis” beginning on page 18 of this Proxy Statement. The Compensation Committee has assessed the independence of Gressle & McGinley, as required under the NYSE listing rules. The Compensation Committee has also considered and assessed all relevant factors including, but not limited to, those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that could give rise to a potential conflict of interest. Based on this review, the Compensation Committee has determined that Gressle &

McGinley is independent and that their work has not raised any conflicts of interest.

Caterina A. Mozingo

Chairman

Edward K. Aldag, Jr.

Elizabeth N. Pitman

Michael G. Stewart

Emily W. Murphy

The Environmental and Social Committee is tasked with assisting the Board and management in addressing the Company’s activities in the areas of environmental sustainability and social responsibility (including its responsibilities to stockholders, employees, tenants, and the communities where it operates). The responsibilities of the Environmental and Social Committee include, among others, advising management with respect to the development, implementation, and continuous improvement of programs, policies, and practices relating to ESG matters. The Committee oversees the Company’s responsibilities in a wide range of areas, such as environmental, health, and safety matters (including, but not limited to, compliance with governmental regulations), environmental sustainability, and climate risk and political activities.

Proposal 1: Election of Directors

Elizabeth N. Pitman

Chairman

Emily W. Murphy

Michael G. Stewart

The Ethics, Nominating and Corporate Governance Committee is responsible for, among other things, recommending the nomination of qualified individuals to become directors to the full Board; recommending the composition of the Board’s committees to the full Board; periodically reviewing the performance and effectiveness of the Board as a body; and periodically reviewing our corporate governance guidelines and policies. The specific functions and duties of the Committee are set forth in its charter, a copy of which is posted on our website at www.medicalpropertiestrust.com.

The Ethics, Nominating and Corporate Governance Committee will consider all potential candidates for nomination for election as directors who are recommended by the Company’s stockholders, directors, officers, or employees. All director recommendations must be made during the time periods provided and must provide the information required by Article II, Section 2.03 of the Company’s Second Amended and Restated Bylaws (our “Bylaws”). All director recommendations should be sent to the Ethics, Nominating and Corporate Governance Committee, c/o Secretary, Medical Properties Trust, Inc., 1000 Urban Center Drive, Suite 501, Birmingham, Alabama 35242. The Committee will screen all potential director candidates in the same manner, regardless of the source of their recommendation. The Committee’s review will typically be based on the written materials provided with respect to a potential director candidate. The Committee will evaluate and determine whether a potential candidate meets the Company’s minimum qualifications and requirements, whether the candidate has the specific qualities and skills for directors, and whether requesting additional information or an interview is appropriate. While the Committee considers different perspectives and skill sets when evaluating potential director candidates, the Committee has not established a formal policy regarding diversity in identifying candidates. The Committee nevertheless regularly reviews the composition of the Board as part of the annual self-evaluation process and seeks nominees who, taken as a whole, possess the experience and skills necessary for the effective functioning of the Board.

The Board has adopted the following minimum qualifications and specific qualities and skills for the Company’s directors, which serve as the basis upon which potential director candidates are evaluated by the Ethics, Nominating and Corporate Governance Committee:

•   directors should possess the highest personal and professional ethics, integrity, and values;

•   directors should have, or demonstrate an ability and willingness to acquire in short order, a clear understanding of the fundamental aspects of the Company’s business;

•   directors should be committed to representing the long-term interests of our stockholders;

•   directors should be willing to devote sufficient time to carry out their duties and responsibilities effectively and should be committed to serving on the Board for an extended period of time; and

•   directors should not serve on more than five boards of public companies in addition to our Board.

The Ethics, Nominating and Corporate Governance Committee also takes into consideration the diversity of its Board, including breadth of experience and the ability to bring new and different perspectives to the Board.

The Ethics, Nominating and Corporate Governance Committee recommended the nomination of all nine of the incumbent directors for re-election to the Board. The entire Board approved such recommendation.

Edward K. Aldag, Jr.

Chairman

G. Steven Dawson

R. Steven Hamner

D. Paul Sparks, Jr.

C. Reynolds Thompson, III

The Investment Committee, among other things, considers and takes action with respect to all acquisitions, dispositions, and developments of healthcare facilities in which our investment is between $20 million and $100 million.

Proposal 1: Election of Directors

Elizabeth N. Pitman

Chairman

Edward K. Aldag, Jr.

Caterina A. Mozingo

Emily W. Murphy

The Risk Committee is tasked with assisting the Board in its risk management and risk assessment activities, including through oversight of risks related to (i) business continuity, (ii) revenue concentration and the financial health and operational status of the Company’s tenants and operators, (iii) modifications to the Company’s strategies, (iv) industry trends and general economic conditions, (v) entrance into new markets, (vi) privacy concerns and security breaches, and (vii) federal and state regulations. The responsibilities of the Risk Committee also include monitoring guidelines, policies, and processes for monitoring and mitigating the various risks facing the Company.

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Total

Proposal 2: Ratification of Independent Registered Public Accounting Firm

Educating ourselves and our tenants on evolving environmental risks

Gathering environmental data from our tenants

Soliciting feedback from our stakeholders

Implementing green provisions in new and renewed lease agreements to strengthen reporting and tenant collaboration

Engaging with our tenants on possible sustainable capital improvements

Identifying environmental initiatives that are in alignment with our tenants’ goals

Two-way sharing of environmental data to increase transparency on usage, emissions, physical climate risks, and access to sustainability-focused funding

Working closely with third parties to conduct physical inspections and physical climate risk assessments

Corporate Responsibility

Human Capital Management

◆   As of December 31, 2023, we are a team of 121 professionals, and we are committed to providing a challenging and dynamic work environment and to supporting professional and personal growth and development needs.

◆   Our commitment to protecting the rights of our employees, and to keeping them safe is confirmed in our Company-wide Human Rights Policy, which can be found on our website: https://medicalpropertiestrust.com/corporate-responsibility/.

◆   All employees are also required to adhere to the highest ethical standards, including those confirmed in our Company-wide Code of Ethics and Business Conduct, which can be found on our website: https://medicalpropertiestrust.com/corporate-responsibility/.

◆   We offer a competitive benefits package and equal employment opportunities designed to help recruit and retain high-quality, motivated employees, and to ensure their health and security. This includes paid parental leave and incremental coverage for fertility assistance.

Competitive Employee Benefits

Top-of-the-line insurance coverage including health, secondary health, dental, vision, and life, with individual coverage at no cost to employees

401(k) Plan with employer matching

Monthly Fitness Allowance for employees with gym memberships and/or training programs

Reimbursement for concierge physician

Employee Assistance Program at no cost to employee

Open, collaborative workspaces

Paid parental leave

Personnel development through trainings and conferences, including off-site corporate retreats

Additional paid time off day annually for charitable work

Incremental coverage for fertility assistance

We provide leadership training for employees who are moving into management roles, and we offer other training and continuing education opportunities. We pay expenses when employees attend continuing education courses in order to maintain their professional certifications. We also pay expenses when employees attend seminars and workshops on topics related to their job responsibilities.

As part of our ongoing commitment to data privacy and security, we also conduct cybersecurity and security awareness trainings throughout each year. These trainings are also part of the employee onboarding process.

We engage legal experts to provide training sessions on matters pertaining to (i) harassment in the workplace, (ii) Family and Medical Leave Act basics, (iii) legal issues in interviewing, (iv) promoting diversity in the workplace, and (v) discrimination, disability, and documentation.

As in the prior three years, we issued an anonymous, independent employee engagement survey and, in 2023, 90% of recipients responded to the survey. This survey covered topics such as company culture, work environment, training and development, and overall job satisfaction. The results of the surveys are presented to management and to the Board and used to assess potential human capital risks and identify opportunities for deeper employee engagement. Such surveys are valuable indicators, and in 2024, we issued another survey and may continue to use them to help manage human capital going forward.

We were ranked among the best places to work in healthcare in Modern Healthcare’s Best Places to Work 2023, a premier award program in the top U.S. healthcare news publication.

Corporate Responsibility

We are firmly committed to providing equal opportunity in all aspects of employment and absolutely forbid discrimination against any person or harassment, intimidation, or hostility of any kind, including on the basis of race, ethnicity, religion, color, sex, sexual orientation, sexual or gender identity, age, disability, national origin, military or veteran status, or retaliation against any other characteristic or conduct that may be protected by applicable local, state, or federal law. We provide training on anti-harassment policies.

Our commitment to a diverse and inclusive workplace is demonstrated by the following (as of December 31, 2023):

Establish an appropriate level of target compensation for our NEOs that ensures the retention of our uniquely qualified management team and is only adjusted periodically

Use incentives tied to rigorous performance goals that formulaically adjust payouts and realized compensation to reflect our performance results

Allocate the majority of compensation to performance-based equity awards to further emphasize alignment with our stockholders

No Increase to Annual
Base Cash Pay

Significant Decline in Value of Equity

Compensation

No Changes to Target

Values of Equity

Awards

0%

For Mr. Aldag since 2018 and
Mr. Hamner since 2020,
including in 2024

Negative

$16.6 million

0%

Increase to Target
Values Since 2020 for
CEO and CFO

On September 1, 2023, Emmett E. McLean retired as Executive Vice President, Chief Operating Officer and Secretary of the Company.

Compensation Discussion and Analysis

$4.8 Billion

24.0%

Total Investment CAGR since IPO

99%

Of Leases Provide Annual Inflation-

Based Rent Escalations

16.8 Years

Weighted-Average

Lease and Loan Maturity 

54

Tenant Relationships

$137 Million

New Real Estate Investments

Refer to New Investments in Note 3 of the Notes to Consolidated
Financial Statements in our 2023 Annual Report on Form 10-K
for additional details⁽²⁾

$1.1 Billion

Net Proceeds from Sales of Real Estate and Proceeds from
Divesting an Operating Company (Lifepoint Behavioral)

As of December 31, 2023.

Excludes spending on capital additions and development projects

Compensation Discussion and Analysis

The realizable compensation for our CEO is substantially less than the compensation approved by our Compensation Committee in alignment with our pay-for-performance philosophy

Compensation Discussion and Analysis

Proactive engagement and transparency. We actively engage with our stockholders in person and telephonically and listen to feedback about our executive compensation policies. We have held discussions with a wide variety of our stockholders and have reviewed the feedback received in these discussions in addition to the support we receive for our Say-on-Pay vote. From 2016 to 2022, our Say-on-Pay vote results exceeded 90%, affirming our stockholders’ support for our Company’s executive compensation program. Accordingly, we maintained the core elements of our compensation program, including for our 2023 compensation program, which was approved before the 2023 Say-on-Pay vote.

Approximately 78% of the shares present and entitled to vote at our 2023 annual meeting of stockholders were cast in favor of the 2023 Say-on-Pay proposal, which reflects a deviation from our historical levels. In response, we have made proactive adjustments to our 2024 executive compensation program, including a redesign of our annual LTIP awards for our CEO and CFO, which will no longer be based on EBITDA and strategic transactions goals, and will instead be based on the achievement of rigorous stock price goals in order to provide direct alignment with our stockholders.

Review:   Review results from the annual meeting of stockholders to inform the framework of our annual compensation review process

Analyze:    Monitor market trends and review compensation policy based on governance trends and stockholder feedback (e.g., benchmarking levels and structural considerations)

Engage:  Engage with stockholders regarding the core structure and elements of our executive compensation

Implement:  Implement and adjust compensation program based on feedback from stockholders, and current market and governance standards

File:      Publish annual proxy statement and prepare for annual meeting of stockholders

Compensation Discussion and Analysis

Compensation and Governance Evolution

2019 and Prior

›  Modified performance-based equity awards to include both operational performance metrics that drive long-term stockholder value creation and TSR metrics

›  Reduced the discretionary portion of annual cash incentives from 35% to 20%

›  Established an employee-led Green Team

›  Implemented Company-wide environmental initiatives, and engaged in active dialogue with our tenants and developers on ESG-related matters

2020 - 2022

›  Increased the weighting of performance-based equity to represent two-thirds of the target long-term incentive value for our then-serving NEOs

›  Incorporated an absolute TSR modifier (in addition to the existing relative TSR modifier) to ensure that our executives would not be significantly rewarded during periods of low or no growth (payouts reduced up to 25% if TSR is below 3% per annum)

›  Refined our executive compensation peer group to include only the most comparable REITs using a transparent selection methodology

›  Added ESG performance to the annual cash bonus program consistent with our commitment to ESG initiatives

›  Diversified our Board with two additional female directors, one of whom is Latina and a native of Costa Rica (female directors make up 33% of our Board)

›  Established two new standing Board committees, including an Environmental and Social Committee and a Risk Committee

›  Enhanced disclosure on how we determine equity awards and the Compensation Committee’s assessment of the discretionary portion of the bonus program

2023 - 2024

›  Adjusted compensation metrics in our performance share programs to reflect the updated business plan of our Company

›  Created the 2023 Stock Price Performance Award, which was granted to all employees other than our CEO and CFO, to retain key talent, further align the interests of our employees with those of our stockholders, and drive stock price growth

›  Reduced the target value of our CEO and CFO’s 2024 annual equity awards and allocated more equity to performance shares

›  Redesigned CEO and CFO 2024 annual performance shares to be economically similar to the 2023 Stock Price Performance Award with no value realized for our CEO and CFO unless the stock price has appreciated 67% over the grant date stock price

›  Adopted an updated Clawback policy

›  Fostered succession planning by promoting three senior leaders into executive positions

Compensation Discussion and Analysis

Approximately 66% of our CEO’s compensation is variable and at-risk, tied directly to the achievement of operational and financial performance (including stock price appreciation), because we value the clarity of formulas that tie compensation to stockholder returns in the long-term.

The variable components of our compensation program specifically include rigorous performance goals meant to motivate management to execute our business plan tied to accretive growth, strategic financing and raising efficient capital. In our long-term program, our 2023 goals required EBITDA achievements and capital raising goals aligned with the Company’s business plan, while also subjecting the awards made to our CEO, CFO and former COO to a decrease or increase in compensation depending on the relative and absolute TSR performance in 2023.

The majority of our annual equity awards are at-risk performance-based stock awards earned based on the achievement of operational goals and, for our CEO, CFO and former COO, subject to adjustment based on both absolute and relative TSR. Additionally, the time-based stock awards are subject to the same stock price fluctuations as our stockholders. This approach reflects our understanding that our investors value equity-based compensation to align our executives’ interests with those of our stockholders.

Less than 10% of our CEO’s compensation is fixed in the form of base salary, which plays a recruiting and retention role, because we can neither wait for the long-term to arrive before compensating our people nor incentivize a risky swing-for-the-fences strategy.

2023 Stock Price Performance Award was granted to SVPs in 2023 to retain key employees and incentivize long-term stock price appreciation. This award is earned and becomes eligible to vest only if we achieve certain stock price hurdles, fully aligning our employees with our stockholders.⁽¹⁾

On March 8, 2024, the Company issued restricted stock units to the CEO and CFO. These awards are generally subject to the same performance-based vesting terms as the 2023 Stock Price Appreciation Award to SVPs in 2023.

Compensation Discussion and Analysis

Provides independent oversight and approval with respect to executive compensation matters⁽¹⁾

Provides guidance to the Compensation Committee throughout the year on compensation matters, including benchmarking for pay levels, pay practices and governance trends

Provide additional information as requested by the Compensation Committee

Assesses corporate and individual performance as it relates to actual compensation for our NEOs

Assists with peer group selection and analysis

CEO provides input on individual performance for other NEOs and achievements relating to strategic, non-financial business goals

Administers our equity incentive programs, including reviewing and approving equity grants to our NEOs

Reviews and advises on recommendations, plan design and measures

Prior to their appointment as executive officers, compensation decisions for our SVPs were delegated to the CEO

Reviewing and approving, on an annual basis, the corporate incentive goals and objectives relevant to the annual cash bonus plan and performance-based shares

Evaluating the performance of our executive officers in light of these goals and objectives

Evaluating the competitiveness of each executive officer’s total compensation package relative to what other publicly traded and private equity-backed real estate investors may offer

Approving any changes to each of our executive’s total compensation package, including, but not limited to, base salary, annual and long-term incentive award opportunities and payouts, and retention programs

Compensation Discussion and Analysis

Continuity: Sensitivity to peer group continuity to ensure that peer group results are comparable year-over-year and are not arbitrarily adjusted for short-term changes in peer dynamics. As such, MPT did not change the peer group in 2023.

Size: REITs within an appropriate size range relative to our Company, in terms of total capitalization and ensuring the Company is at the approximate median or above the overall peer set. For 2023, the size range was 0.3x to 3.0x our total capitalization.

Global: Companies with a global presence that reflect the same complexities faced by our global operations and challenges associated with operating on an international scale

Healthcare Expertise: REITs that primarily invest in medical properties and/or healthcare assets whose executives require expertise in the healthcare/medical sector

Specialized REITs: REITs with specialized assets that require executives to have knowledge of the underlying assets

Net Lease REITs: REITs with a significant portion of properties leased on a triple-net basis

Compensation Discussion and Analysis

Alexandria Real Estate Equities, Inc.

$37,702

Office REIT

◆

◆

◆

◆

Boston Properties, Inc.

$29,468

Office REIT

◆

◆

Douglas Emmett, Inc.

$8,442

Office REIT

◆

◆

Gaming and Leisure Properties, Inc.

$20,053

Casino REIT

◆

◆

◆

Healthcare Realty Trust Incorporated

$12,138

Health Care REIT

◆

◆

◆

Healthpeak Properties, Inc.

$18,199

Health Care REIT

◆

◆

◆

◆

Hudson Pacific Properties, Inc.

$7,106

Office REIT

◆

◆

◆

Iron Mountain Incorporated

$35,008

Specialty REIT

◆

◆

◆

◆

JBG SMITH Properties

$4,494

Diversified REIT

◆

◆

Kilroy Realty Corporation

$9,956

Office REIT

◆

◆

  Medical Properties Trust, Inc.

$13,096

Health Care REIT

◆

◆

◆

◆

◆

Omega Healthcare Investors, Inc.

$13,017

Health Care REIT

◆

◆

◆

◆

SBA Communications Corporation

$43,556

Specialty REIT

◆

◆

SL Green Realty Corp.

$7,904

Office REIT

◆

◆

Ventas, Inc.

$33,972

Health Care REIT

◆

◆

◆

Vornado Realty Trust

$16,423

Office REIT

◆

◆

Welltower Inc.

$66,725

Health Care REIT

◆

◆

◆

◆