Document

DEF 14A 1 a2021proxydocument.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Physicians Realty Trust

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LETTER TO OUR SHAREHOLDERS

March 18, 2021


DEAR FELLOW SHAREHOLDERS, You are cordially invited to attend the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Physicians Realty Trust to be held on Wednesday, May 5, 2021 at 10:00 a.m., Central Daylight Time. In light of the ongoing public health concerns surrounding the coronavirus (COVID-19) outbreak, we will hold the Annual Meeting solely by means of remote communication (i.e., a virtual meeting) in lieu of an in-person meeting. This booklet includes the Notice of Annual Meeting and Proxy Statement (the "Proxy Statement"). The Proxy Statement provides information about Physicians Realty Trust in addition to describing the business we will conduct at the meeting. We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please mark, sign, and date the proxy card received and return it in the accompanying envelope as soon as possible. Your common shares will be voted in accordance with the instructions you have provided in your proxy card. You may attend the Annual Meeting and vote online even if you have previously returned your proxy card by following the instructions included in the Proxy Statement. We hope you are able to join us on May 5th. Sincerely,

		“Physicians Realty Trust and our Board of Trustees would like to sincerely thank you for your continued investment in our company. We are committed to governing in a prudent and transparent manner, with the goal of strengthening what we believe to be among the best portfolios of medical office buildings in the United States. We look forward to sharing with you the results of our efforts over the past year.”
John T. Thomas President, Chief Executive Officer, and Trustee	Governor Tommy G. Thompson Chairman of the Board


IMPORTANT A proxy card is enclosed. We urge you to complete and mail the card promptly in the enclosed envelope, which requires no postage if mailed in the United States. Any shareholder attending the Annual Meeting may personally vote on all matters that are considered, in which event the signed and mailed proxy will be revoked. Please note, however, that if your common shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain from the record holder a legal proxy issued in your name. Please refer to the section entitled "Questions and Answers About the Proxy Materials and the Annual Meeting" for instructions regarding how to vote your common shares. IT IS IMPORTANT THAT YOU VOTE YOUR COMMON SHARES		Company Address: Physicians Realty Trust 309 N. Water Street Suite 500 Milwaukee, Wisconsin 53202 www.docreit.com (414) 367-5600

Cover Image Featuring Ascension Sacred Heart Health Center at Summit | Pensacola, FL

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date and Time

Wednesday, May 5, 2021
10:00 a.m., Central Daylight Time

Virtual Meeting Link

Meeting Center ID: www.meetingcenter.io/284196383

Password: DOC2021

Who Can Vote

Shareholders as of February 25, 2021 are entitled to vote

Voting Items

Proposals

Board Vote
Recommendation

For Further Details

Proposal 1:

Election of 8 Trustees

FOR each
trustee nominee

Page 11

Proposal 2:

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm

FOR

Page 32

Proposal 3:

Approval on a non-binding advisory basis of the compensation paid to the Company’s named executive officers

FOR

Page 39

Shareholders will also act on other business properly presented to the Annual Meeting or any adjournments or postponements thereof.

The preceding items of business are more fully described in the Proxy Statement accompanying this Notice of the Annual Meeting. Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

The Board of Trustees has fixed the close of business on February 25, 2021 as the record date (the "Record Date") for identifying those shareholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the Annual Meeting. On or about March 18, 2021 the Company mailed or made available on the Internet this Notice, the Proxy Statement, and the Company’s 2020 Annual Report to shareholders.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement and vote as soon as possible. For specific instructions on how to vote your common shares, please refer to the section entitled “Questions and Answers About the Proxy Materials and the Annual Meeting.”

All shareholders are cordially invited to attend the Annual Meeting. If, as of the close of business on the record date, your common shares were registered directly in your name, then you received this Proxy Statement by regular mail and you may authorize a proxy to cast your vote by mail by following the instructions on the enclosed proxy card. If, as of the close of business on the record date, your common shares were not held directly in your name but rather were held in an account with a brokerage firm, bank or similar intermediary organization, then you are the beneficial holder of common shares held in “street name,” and a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials on the Internet was sent to you by that intermediary. You may authorize a proxy to cast your vote by mail, the telephone or over the Internet by following the instructions in the Notice.

Thank you for your ongoing support of Physicians Realty Trust.

By Order of the Board of Trustees of Physicians Realty Trust,

HOW TO VOTE

Internet
www.investorvote.com/DOC

Telephone
1-800-652-VOTE (8683)

Mail
Mark, sign, date, and return your proxy card in the enclosed envelope

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 5, 2021

Our Notice of Annual Meeting of Shareholders, the Proxy Statement and the Company’s 2020 Annual Report are available on the following website: www.investorvote.com/DOC

If you plan to attend the meeting virtually on the Internet, you must register by following the instructions contained in the "Questions and Answers about the Proxy Materials and the Annual Meeting" section of this proxy statement.

John T. Thomas
President, Chief Executive Officer, and Trustee

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this proxy statement. Unless otherwise indicated or unless the contact requires otherwise, all references in this report to "we", "us", "our", the "Company", or "DOC" refer to Physicians Realty Trust, a Maryland real estate investment trust.



PROPOSAL 1 Election of 8 Trustees	The Board recommends a vote FOR each trustee nominee.
		See page 11



PROPOSAL 2 Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm	The Board recommends a vote FOR this proposal.
		See page 32



PROPOSAL 3 Approval on a non-binding advisory basis of the compensation paid to the Company’s named executive officers	The Board recommends a vote FOR this proposal.
		See page 39

Our Trustee Nominees

The tables below summarize the primary skills and experience of our trustee nominees. For a discussion of these qualifications and why they are important to our Board, see “Proposal 1: Election of Trustees — Trustee Nominees.” The committee memberships below indicate the 2020 composition of the committees of our Board.

Committee Memberships

Trustee Nominees

Age

Trustee Since

Independent

NCGC

John T. Thomas
President and Chief Executive Officer ("CEO")
Physicians Realty Trust

2013

•

Governor Tommy G. Thompson

Former U.S. Secretary of Health and Human Services

Non-Executive Chairman of the Board

2013

•

Stanton D. Anderson
Former Partner

McDermott Will & Emery

2013

•

Mark A. Baumgartner
Former Chief Investment & Risk Officer and

Sr. Managing Director

The Ziegler Companies, Inc.

2013

Albert C. Black, Jr.
Founder and Chairman

On-Target Supplies & Logistics, Ltd.

2013

•

William A. Ebinger, M.D.
Practicing Internist

Advocate Aurora Health Care

2013

•

Pamela J. Kessler
Executive Vice President, Chief Financial Officer & Secretary

LTC Properties, Inc.

2018

•

Richard A. Weiss
Former Managing Partner

Foley & Lardner LLP

2013

•

Audit
Committee

Compensation
Committee

NCGC

Nominating and Corporate
Governance Committee

Finance and
Investment Committee

Chair

●

Member

Skills and Experience

Health Care

Real Estate

Strategy and Business Development

Government and Regulatory

6/8

2/8

6/8

3/8

Risk Management

Finance and Reporting

Board

Senior Leadership

2/8

4/8

7/8

8/8

Corporate Governance Highlights

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our shareholders. Notable features of our corporate governance structure include the following:



• Our Board is not staggered, with each of our trustees subject to re-election annually • Seven of our eight trustees are independent under the New York Stock Exchange (the “NYSE”) rules • All of our audit committee members qualify as “audit committee financial experts” as defined by the Securities Exchange Commission ("SEC") • We opted out of the business combination and control share acquisition statutes in the Maryland General Corporation Law • We do not have a shareholder rights plan • Each of the audit committee, compensation committee, and nominating and corporate governance committee is comprised solely of independent trustees

Our trustees stay informed about our business by attending meetings of our Board and its committees and through supplemental reports and communications. Our non-management trustees meet regularly in executive session without the presence of our corporate officers.

DOC’S C.A.R.E. PHILOSOPHY

At DOC, we “Invest in Better” to help medical providers, developers, and shareholders realize better health care, better communities, and better returns. We are dedicated to making a difference in the lives of our team members, investors, health care partners, and those who visit our properties.

We C.A.R.E.

Collaborate & Communicate

Act with Integrity

Respect the Relationship

Execute Consistently

We have developed a collaborative culture of mutual respect, and team members have a sense of pride in what we accomplish together. We strive for true partnerships, working toward a common purpose and shared success.

Integrity and transparency are at the heart of all that we do. We believe that performing to the highest standards on behalf of our health care partners, team members, and investors is fundamental to our identity as a company.

We continually support our partners so they can provide outstanding health care services in their communities. We are committed to providing industry-leading customer service.

By promoting a culture of innovation and creativity, and above all, consistency, we strive to exceed our clients’ expectations.

ESG HIGHLIGHTS

AWARDS EARNED

We are an ENERGY STAR partner and are committed to “green” practices and sustainability.

In 2020, we invested in 29 sustainability-driven capital expenditure projects totaling $4.2 million, generating an estimated 10-year ROI in operating expense savings of $7.7 million.

10 New IREM® Certified Sustainable Property (CSP) Certifications

We utilize innovative software systems such as ENGIE, ENERGY STAR Portfolio Manager, and Measurabl to monitor energy, water, and waste usage, leveraging this data to prioritize our capital efforts.

We expanded our property-level ESG continuing education for all Property Managers as outlined by ENERGY STAR and IREM best practices. We also awarded quarterly and yearly partner “green” awards to increase manager awareness and participation in our ESG efforts.

Top Workplaces – Milwaukee
Journal Sentinel

Our DE&I Council fosters a culture of inclusiveness and builds awareness about the many benefits of a diverse workspace. As part of our multi-year goals, DOC developed a roadmap to recruit, retain, and support underrepresented populations within our Company while also providing leadership to foster greater diversity in our industry as a whole. Our 2020 efforts included team town halls, a company book club, and focus groups.

We provided approximately $350,000 in philanthropic support nationwide in 2020, exceeding our goal by over 15%.

Green Lease Leader Gold Designation – Institute for Market Transformation and U.S. Department of Energy Better Buildings Alliance

We disclosed Board of Trustees level oversight of our ESG programming under the leadership of Mr. Albert C. Black, Jr., Chairman, Nominating and Corporate Governance Committee.

In 2020, we launched the new docreit.com with a section dedicated to our Corporate Responsibility and ESG efforts. Further, in 2020, we announced the release of our first inaugural ESG Report, which outlines our commitment and progress toward goals related to ESG matters. The ESG Report is available at www.docreit.com/esg.

Despite the global pandemic, in 2020, our employees devoted over 515 hours to volunteerism benefiting our communities, exceeding our goal of 500 hours.

DOC added TCFD (Task Force on Climate-related Financial Disclosures) and SASB (Sustainability Accounting Standards Board) to DOC’s public disclosure documents.

BOMA International TOBY Award and BOMA 360 Certification | Baylor Scott & White Charles A. Sammons Cancer Center

2020 Financial and Operational Highlights

$275.5 million

7 Health Care Properties

Acquired in 6 States

$115.2 million

$55.3 million

Total investment activity**

Aggregate purchase price of approximately $74.5 million

Total loan activity

Investment in joint venture**

**Investment activity includes $37.0 million of unconsolidated joint venture debt


Cumulative Total Return

Our stock price has increased from $11.50 at the time of our initial public offering in July 2013 to $17.80 as of December 31, 2020. In addition, we have paid a quarterly dividend of $0.225 on shares of our common stock each quarter beginning with the quarter ended December 31, 2013 through March 31, 2017 and a quarterly dividend of $0.230 on shares of our common stock each quarter beginning with the quarter ended June 30, 2017 through December 31, 2020. Cumulative total return of an investment in our common shares has outperformed both the S&P 500 and the MSCI US REIT Index (RMS) from the date of our initial public offering through December 31, 2020.


Total Health Care Properties	Total Portfolio Gross Leasable Area (sq. ft.)	Total Percent of Portfolio Leased	Percent of GLA On-Campus / Affiliated	Average remaining lease term (years)
263	14,011,008	96%	90%	6.8

We have grown our portfolio of gross real estate investments from approximately $124 million at the time of our initial public offering in July 2013 to approximately $4.9 billion as of December 31, 2020. As of December 31, 2020, our portfolio consisted of 263 health care properties with approximately 14,011,008 net leasable square feet, which were approximately 96% leased with a weighted average remaining lease term of approximately 6.8 years. As of December 31, 2020, approximately 90% of the net leasable square footage of our portfolio was either on campus with a hospital or other health care facility or strategically affiliated with a hospital or other health care facility.

Executive Compensation Highlights

CONSISTENTLY POSITIVE SAY-ON-PAY RESULTS


We provided shareholders with a “say-on-pay” advisory vote on executive compensation at the 2020 annual meeting of shareholders. We maintain an open line of communication with our investors on our compensation practices and have consistently received high say-on-pay support from our shareholders. At the 2020 annual meeting of shareholders, 97% of the votes cast by shareholders were cast “For” the approval of the compensation of our named executive officers ("NEOs"). In the Company's history, say-on-pay results have averaged 96% approval results.

Say on Pay Results
2016	2017	2018	2019	2020
94%	98%	94%	98%	97%

PAY AND PERFORMANCE ALIGNMENT

Our executive compensation program is designed to reward successful annual performance while encouraging long-term value creation for our shareholders. NEO short- and long-term incentive compensation is subject to rigorous, objective, at-risk performance hurdles across multiple metrics and performance periods, which the compensation committee intends to be an incentive to management to drive Company performance and encourage prudent risk management consistent with the Company’s financial and strategic goals.

2020 COMPENSATION SNAPSHOT

Our executive compensation program is designed to retain and motivate our executive officers, each of whom is critical to the Company’s continued success and growth. Our 2020 executive compensation awards reflect our commitment to aligning pay with performance. The primary elements of our executive compensation program are base salary, performance-based annual incentive compensation, restricted stock, and performance-based long-term incentive compensation. These elements were selected by the compensation committee because each element is important in meeting one or more of our executive compensation principles. Additionally, the majority of our executive officer pay is typically performance-based, with the largest element of compensation based on three-year performance-based equity incentives. In 2020, prior to the COVID-19 outbreak in the United States, the compensation committee recommended and the Board approved a special long-term retention award of restricted stock units, which vests one-half after four years and one-half after five years from the grant date, to our CEO to incentivize and retain him. The following snapshot details the CEO pay mix, as well as the average NEO (excluding the CEO) pay mix for 2020.

Fiscal 2020 Elements

CEO

Pay Mix

CEO

Pay Mix(1)

Average other NEO Pay Mix

Description and Metrics

Base Salary and Other

Fixed cash income to compensate executives for their qualifications and the value of their performance in a competitive market. This also includes all other compensation such as: vacation payout, 401(k) match, and other benefits.

Performance-Based
Annual Incentive

Annual cash incentive program designed to motivate our executives to achieve annual financial goals and other business objectives. The total amount paid is based on the achievement of annual operating performance goals and individual performance.

Restricted Stock

Annual equity incentive awards designed to retain executives and further align the interests of our executives with those of our shareholders by facilitating significant ownership of stock by the officers. The number of shares of restricted stock awarded is primarily based on the officer’s position and level of responsibility.

Performance-Based
Long-Term Incentive

Annual equity incentive program designed to motivate our executives to achieve long-term financial goals and other business objectives. The total amount paid is based on the achievement of operating performance goals over a three fiscal-year period including dividend equivalent units.

(1) In February 2020, the compensation committee recommended and the Board approved a special long-term retention award of restricted stock units, which vests one-half after four years and one-half after five years from the grant date, to our CEO to incentivize and retain him. This column excludes this award as we believe it more accurately depicts the typical CEO Pay Mix.

TABLE OF CONTENTS


Corporate Governance	11	2020 Executive Compensation	47
PROPOSAL 1: Election of Trustees	11	Additional Compensation Plan Features and Policies	57
Board Composition	12
Trustee Nominees	12	Compensation Committee Report	58
Trustee Nomination Procedure	22	Executive Compensation Tables	59
Trustee Independence	22	Summary Compensation Table	59
Our Board and Committees	22	All Other Compensation in 2020	60
Board Leadership Structure	22	2020 Grants of Plan-Based Awards Table	61
Committee Membership and Structure	22	Outstanding Equity Awards at 2020 Fiscal Year-End	62
Trustee Engagement	25
Corporate Governance Guidelines	25	2020 Option Exercises and Stock Vested Table	62
Corporate Governance Highlights and Enhancements	25	Employment Agreements with Named Executive Officers	63

Board Responsibilities	25	Potential Payments Upon a Change in Control and/or Termination	64
Strategic Oversight	26
Risk Oversight	26	CEO Pay Ratio	66
Code of Business Conduct and Ethics	26
Commitment to Social Responsibility and Sustainability	27	Stock Ownership	67
		Equity Compensation Plan Information	67
Outreach and Engagement	30	Beneficial Ownership of the Company’s Securities	67
Non-Employee Trustee Compensation	31
		Certain Relationships and Related Party Transactions	69
Audit Committee Matters	32
PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm	32
		Delinquent Section 16(a) Reports	69
Selection and Engagement of Independent Registered Public Accounting Firm	33

Audit Committee Pre-Approval Policies and Procedures	33
		Questions and Answers about the Proxy Materials and the Annual Meeting	70
Fees Paid to Independent Registered Public Accounting Firm	33

Report of the Audit Committee	34
		Next Annual Meeting - Shareholder Proposals and Trustee Nominations	74
Executive Officers	35

Executive Compensation	39	Information not incorporated into this Proxy Statement	74
PROPOSAL 3: Advisory Vote on Executive Compensation	39

Executive Summary	40	Other Matters	74
Compensation Design and Philosophy	43

CORPORATE GOVERNANCE



PROPOSAL 1 Election of 8 Trustees

BOARD OF TRUSTEES AND NOMINEES

The Board currently consists of eight trustees, and the term of all of the trustees expires at the Annual Meeting. Upon recommendation of the nominating and corporate governance committee of the Board, the Board has proposed that the following eight nominees be elected to the Board at the Annual Meeting, each of whom will hold office for a one-year term until the next annual meeting of shareholders and until his or her successor has been duly elected and qualified: John T. Thomas, Tommy G. Thompson, Stanton D. Anderson, Mark A. Baumgartner, Albert C. Black, Jr., William A. Ebinger, M.D., Pamela J. Kessler, and Richard A. Weiss. Unless otherwise instructed, it is the intention of the persons named as proxies on the accompanying proxy card to vote shares represented by properly executed proxies for such nominees. The proxies solicited by this proxy statement may not be voted for more than eight nominees. Biographical information about each of the nominees is provided herein.

REQUIRED VOTE

Pursuant to our bylaws, in uncontested elections (which is the case for the Annual Meeting), the nominees for election to the Board who receive a majority of all of the votes cast for the election of trustees shall be elected trustees. Each nominee receiving more “FOR” votes than “WITHHOLD” votes will be elected. Proxies may not be voted for more than eight trustees and shareholders may not cumulate votes in the election of trustees. With respect to Proposal 1, votes cast do not include abstentions or broker non-votes, and therefore, abstentions and broker non-votes will not affect the outcome of the vote, although they will be considered present for the purpose of determining the presence of quorum.

In accordance with our corporate governance guidelines, if an incumbent trustee who is nominated for election to the Board fails to receive the required number of votes for re-election, the trustee is required to tender his or her resignation promptly following the Annual Meeting; in which case, within 90 days following certification of the shareholder vote, the nominating and corporate governance committee will determine whether to recommend that the Board accept the trustee’s resignation, and upon submission of the nominating and corporate governance committee’s recommendation to the Board, the Board will decide and act on the matter in its discretion. The nominating and corporate governance committee and the Board may consider any factors they deem relevant in deciding whether to recommend or accept a trustee’s resignation. In general, any trustee who tenders his or her resignation will not participate in the nominating and corporate governance committee recommendation or Board action regarding whether to accept the resignation offer. The Company will disclose promptly the Board’s decision regarding whether to accept or reject the trustee’s resignation offer and its rationale for such decision in a Current Report on Form 8-K.

Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unavailable to serve. At the time of the Annual Meeting, in the event any nominee is unable or declines to serve as trustee, an event that the Company does not currently anticipate, proxies will be voted for any nominee designated by the Board to fill the vacancy. If elected at the Annual Meeting, each of the nominees would serve a one-year term until the 2022 annual meeting of shareholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the nominees named above.


			The Board recommends a vote “FOR” the election of John T. Thomas, Tommy G. Thompson, Stanton D. Anderson, Mark A. Baumgartner, Albert C. Black, Jr., William A. Ebinger, M.D., Pamela J. Kessler, and Richard A. Weiss as trustees.

Board Composition

TRUSTEE NOMINEES

The nominating and corporate governance committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of new trustees as well as the composition of the Board as a whole. This assessment includes an analysis of trustees’ qualifications under the categorical standards for independence, as well as consideration of diversity, age, skills, and experience in the context of the Board’s needs. Nominees for trusteeship are selected by the nominating and corporate governance committee in accordance with the policies and principles in its charter and the corporate governance guidelines. The nominating and corporate governance committee considers trustee candidates recommended by its members and other Board members, as well as by management and shareholders. In addition, the nominating and corporate governance committee may engage the assistance of a professional search firm. All potential trustee candidates are reviewed by the nominating and corporate governance committee in consultation with the Chairman of the Board and the CEO. The nominating and corporate governance committee decides whether to recommend one or more candidates to the Board for nomination.

The nominating and corporate governance committee may consider the following criteria, among others it deems appropriate, in recommending candidates for election to the Board:

i.personal and professional integrity, ethics, and values;

ii.experience in corporate management, such as serving as an officer or former officer of a publicly held company;

iii.experience in the Company’s industry;

iv.experience with relevant social policy concerns;

v.experience as a board member of another publicly held company;

vi.ability and willingness to commit adequate time to the Board and its committee matters;

vii.the fit of the individual’s skills with those of the other members of the Board and potential members of the Board in the building of a board that is effective, collegial, and responsive to the needs of the Company;

viii.academic expertise in an area of the Company’s operations; and

ix.practical and mature business judgment.

In addition to the criteria set forth above, the nominating and corporate governance committee considers diversity for trustee nominees in terms of perspective, background, experience, gender, race, and ethnic or national origin. Our corporate governance guidelines provide that the nominating and corporate governance committee should include women and minority candidates in each pool of candidates from which new trustee nominees are chosen.

With respect to special meetings of shareholders, only the business specified in our notice of meeting may be brought before the meeting. Nominations of individuals for election to our Board at a special meeting may be made only by or at the direction of our Board or, provided that our Board has determined that trustees will be elected at such meeting, by a shareholder who has complied with the advance notice provisions set forth in our bylaws. Such shareholder may nominate one or more individuals, as the case may be, for election as a trustee if the shareholder’s notice containing the information required by our bylaws is delivered to the Secretary not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Standard Time, on the later of (i) the 90th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and the proposed nominees of our Board to be elected at the meeting.

Our corporate governance guidelines provide further procedures by which shareholders may recommend nominees to our Board in relevant part as follows:



• Shareholders may contact the nominating and corporate governance committee by mail to recommend a nominee for our Board. Correspondence should be addressed to the nominating and corporate governance committee and should be sent by mail to Physicians Realty Trust, Board of Trustees c/o the Office of the Secretary, 309 N. Water Street, Suite 500, Milwaukee, WI 53202. • The Secretary shall promptly forward to members of the nominating and corporate governance committee any recommendations so received. • The nominating and corporate governance committee shall give appropriate consideration to candidates for trusteeship nominated by shareholders in accordance with the Company’s bylaws and shall evaluate such candidates in the same manner as other candidates identified by the nominating and corporate governance committee. • The nominating and corporate governance committee, through the Secretary, will endeavor to acknowledge its receipt of any timely recommendation received and notify the shareholder of the actions taken with respect to such candidate.

SKILLS AND EXPERIENCE

The following chart highlights certain skills and experience that the particular trustee has, as more fully discussed below. A notation for an attribute indicates that the nominee gained the attribute through a current or prior position other than his or her service on the Physicians Realty Trust Board of Trustees. Our Board did not assign specific weights to any of these attributes or otherwise rate the level of a nominee’s attribute relative to the rating for any other potential nominee. The absence of a mark for an attribute does not necessarily mean that the nominee does not possess that attribute; it means only that when the Board considered that nominee in the overall context of the composition of our Board of Trustees, that attribute was not a key factor in the determination to nominate that individual. Further information on each nominee’s qualifications and relevant experience is provided in the individual biographies that follow the chart.


Attribute	Description	Coverage
Health Care	enhances the Board’s ability to understand the Company’s portfolio and business, assess challenges specific to the health care industry, and evaluate the Company’s strategy
Real Estate	provides the Board with insight into understanding the Company’s strengths and challenges specific to real estate investment trusts (“REITs”) and real estate industries
Strategy and Business Development	allows the Board to guide the Company in the execution of its short-term and long-term business strategies and supports the ongoing evaluation of the Company’s assets and portfolio
Government and Regulatory	promotes the Board’s understanding of the Company’s compliance with regulatory requirements
Risk Management	helps the Board appreciate, anticipate, and oversee the Company’s management of its various risks
Finance and Reporting	assists the Board in understanding and overseeing the Company’s financial statements, financial reporting, and internal controls
Board	provides insight into public and/or private company best practices and enhances the Board’s oversight of operations and governance
Senior Leadership	brings leadership qualifications and skills and encourages development of leadership qualities in others while navigating in an atmosphere of continued change

BIOGRAPHIES OF TRUSTEES



Age: 54 Trustee Since: 2013 Committees: Finance and Investment Independent: No			John T. Thomas BACKGROUND • President, Chief Executive Officer, and Trustee, Physicians Realty Trust, 2013-Present • EVP - Medical Facilities Group, Welltower Inc. (NYSE: WELL, formerly Health Care REIT Inc.), 2009-2012 • President, Chief Development Officer and Business Counsel, Cirrus Health, 2005-2008 • SVP and General Counsel, Baylor Health Care System, 2000-2005 • General Counsel and Secretary, Unity Health System, 1997-2000 • Tax Attorney, Sonnenschein, Nath & Rosenthal (now Dentons), 1995-1997 • Tax Attorney, Shook, Hardy & Bacon, 1992-1995 • Tax Attorney, Milbank, Tweed, Hadley & McCoy, 1990-1992 • Graduate of Vanderbilt University Law School, with a J.D. • Graduate of Jacksonville State University, finishing with Distinction and Special Honors with a B.S. in Economics Mr. Thomas is our President and Chief Executive Officer and serves on our Board and is a member of the finance and investment committee. Mr. Thomas has been the chief executive officer and trustee since our organization in April 2013. Mr. Thomas was the Executive Vice President-Medical Facilities Group for Welltower Inc. (NYSE: WELL, formerly known as Health Care REIT Inc.) from January 2009 to July 2012. Prior to Welltower, Mr. Thomas served as President, Chief Development Officer and Business Counsel of Cirrus Health from August 2005 to December 2008, where he led efforts to acquire and manage four hospitals and an endoscopy center, as well as efforts to develop other outpatient care facilities. From October 2000 to July 2005, he served as Senior Vice President and General Counsel for Baylor Health Care System in Dallas, Texas. As General Counsel for Baylor Health Care System, he was responsible for legal and government affairs. Mr. Thomas has been recognized for his team’s advocacy work on Texas H.B. 3 and Proposition 12, the 2003 Texas legislative and constitutional amendment efforts to increase patient access to physicians and care through reforms to Texas’ medical malpractice laws. He was also co-founder and chairman of the Coalition for Affordable and Reliable Health Care, a national coalition to reform medical malpractice laws through federal legislation. Mr. Thomas has testified before the Ways and Means Committee and Energy and Commerce Committee of the U.S. House of Representatives and a sub-committee of the U.S. Senate’s Homeland Security Committee, all related to health care policy. From April 1997 to October 2000, he served as General Counsel and Secretary for Unity Health System, a five hospital division of the Sisters of Mercy Health System in St. Louis, MO, where he oversaw legal affairs for the health care delivery system and its operating subsidiaries. Mr. Thomas was a member of the Board of Directors of Education Realty Trust, Inc. (NYSE: EDR) from 2016 to 2018 at which time EDR was sold to a private company. He also serves on the Board of Trustees for the Jacksonville State University Foundation. Mr. Thomas began his career as a tax lawyer at Milbank, Tweed, Hadley & McCoy in New York, NY in 1990, and was elected a partner at Sonnenschein, Nath & Rosenthal (now Dentons) in April 1997. Mr. Thomas received his J.D. from Vanderbilt University Law School and his B.S. in Economics from Jacksonville State University, where he was a scholarship letterman on the football team and was a member of the Academic All-Conference Team. Mr. Thomas graduated with Distinction and Special Honors in Economics. TRUSTEE QUALIFICATIONS We have determined that Mr. Thomas should serve on our Board given his background, skills, and extensive experience in the health care industry. As President and Chief Executive Officer of the Company, he is knowledgeable on all aspects of the Company’s business and operations and has considerable executive experience in the real estate industry.

Health Care

Real Estate

Strategy and Business Development

Government and Regulatory

Board

Senior Leadership



Age: 79 Trustee Since: 2013 Committees: Compensation, Nominating and Corporate Governance, Finance and Investment Independent: Yes			Governor Tommy G. Thompson BACKGROUND • Non-Executive Chairman of the Board, Physicians Realty Trust, 2013-Present • Interim President, University of Wisconsin System, 2020-Present • United States Secretary of Health and Human Services, 2001-2005 • Governor of State of Wisconsin, 1987-2001 • Senior Advisor, Deloitte & Touche USA LLP, 2005-2009 • Senior Partner, Akin Gump Strauss Hauer & Feld LLP, 2005-2012 • President, Logistics Health, Inc., 2005-2011 • Graduate of the University of Wisconsin-Madison, with a B.S. and J.D. Governor Thompson was appointed to our Board in connection with our initial public offering (“IPO”) in July 2013 and is the non-executive chairman of our Board and a member of the compensation committee, nominating and corporate governance committee, and the finance and investment committee. Governor Thompson is currently serving as the University of Wisconsin System interim President. Governor Thompson is the former United States Health and Human Services (HHS) Secretary, serving from 2001 to 2005, and a four-term Governor of Wisconsin. Following his terms in public office, Governor Thompson built, and continues to build, on his efforts as HHS Secretary and Governor to develop innovative solutions to the health care challenges facing American families, businesses, communities, states and the nation. These efforts focus on improving the use of information technology in hospitals, clinics and doctors’ offices; promoting healthier lifestyles; strengthening and modernizing Medicare and Medicaid; and expanding the use of medical diplomacy around the world. From 2005 until 2009, Governor Thompson served as a senior advisor at the consulting firm Deloitte & Touche USA LLP and was the founding independent chairman of the Deloitte Center for Health Solutions, which researches and develops solutions to some of our nation’s most pressing health care and public health related challenges. From 2005 to early 2012, Governor Thompson served as a senior partner at the law firm of Akin Gump Strauss Hauer & Feld LLP. Governor Thompson served as Chairman of the Board of Trustees of Logistics Health, Inc. from January 2007 to May 2011, and served as President from February 2005 to January 2011. Governor Thompson currently serves on the Board of Directors Centene Corporation (since 2005), United Therapeutics Corporation (since 2010), and TherapeuticsMD, Inc. (since 2012). Governor Thompson was formerly a director of C.R. Bard, Inc., Cytori Therapeutics, Inc., Cancer Genetics, Inc., CareView Communications, Inc., and Tyme Technologies, Inc. Governor Thompson received his B.S. and J.D. from the University of Wisconsin-Madison. TRUSTEE QUALIFICATIONS We have determined that Governor Thompson should serve on our Board because of his public company board experience, extensive knowledge of the evolving health care industry, and unique experience with physicians, health care decision makers, and business executives nationwide regarding health care policy and improvements within the industry.

Health Care

Strategy and Business Development

Government and Regulatory

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Senior Leadership



Age: 80 Trustee Since: 2013 Committees: Audit, Compensation (Chair) Independent: Yes			Stanton D. Anderson BACKGROUND • Trustee, Physicians Realty Trust, 2013-Present • Partner, McDermott Will & Emery, 1995-2008 • Senior Counsel to the President and CEO, U.S. Chamber of Commerce, 1997-Present • Executive Vice President and Chief Legal Officer, U.S. Chamber of Commerce, 2003-2007 • Counsel, Reagan-Bush Presidential Campaign, 1980 • Graduate of Willamette University, with a J.D. and served as a member of the Law Review • Graduate of Westmont College, with a B.A. Mr. Anderson was appointed to our Board in connection with our IPO in July 2013 and is the Chairman of the compensation committee and is a member of the audit committee. Mr. Anderson resigned as a partner from the law firm McDermott Will & Emery in February 2008. He has served as Senior Counsel to the President and CEO of the U.S. Chamber of Commerce (the “Chamber”) since 1997. While a partner at McDermott Will & Emery, Mr. Anderson served as Executive Vice President and Chief Legal Officer of the Chamber. Mr. Anderson also oversaw the National Chamber Litigation Center, the public policy legal arm of the Chamber; the Institute for Legal Reform, a Chamber affiliate dedicated to restoring fairness, efficiency, and consistency to the U.S. civil justice system; and the Chamber’s Office of General Counsel. Mr. Anderson has been involved in national political affairs since 1972 where he managed a number of Republican conventions and served as Counsel to the Reagan-Bush Campaign in 1980. Mr. Anderson has received a number of Presidential appointments, including the President’s Advisory Committee on Trade Negotiations and the Presidential Commission on Personnel Interchange, and chaired the U.S. delegation to the United Nations Conference on New and Renewable Energy Resources in 1981. Mr. Anderson previously served on the Board of Directors of two public companies, CB Richard Ellis, a national real estate company where he chaired the audit committee for a number of years, and Aegis Communications Group, where he chaired a number of board committees, including the audit committee. Mr. Anderson graduated from Westmont College, where he was a Small College All-American basketball player, and received his law degree from Willamette University where he was a member of the Law Review. TRUSTEE QUALIFICATIONS We have determined that Mr. Anderson should serve on our Board because of his significant financial and legal experience, prior service as a member of the Board of Directors of other public companies, and his familiarity with business policy.

Strategy and Business Development

Government and Regulatory

Finance and Reporting

Board

Senior Leadership



Age: 65 Trustee Since: 2013 Committees: Audit (Chair) Independent: Yes			Mark A. Baumgartner BACKGROUND • Trustee, Physicians Realty Trust, 2013-Present • Chief Investment & Risk Officer and Senior Managing Director, The Ziegler Companies, Inc., 2009-2020 • Investment Banker, The Ziegler Companies, Inc., 1984-2009 • Graduate of the University of Notre Dame, with a B.B.A. in Finance Mr. Baumgartner was appointed to our Board in connection with our IPO in July 2013 and is the Chairman of the audit committee. From 2009 to 2020, Mr. Baumgartner served as the Chief Investment & Risk Officer and a Senior Managing Director of The Ziegler Companies, Inc. (“Ziegler”). During his tenure he was responsible for review of certain transactions underwritten by the firm for hospitals, senior living entities, and charter schools, totaling approximately $3 billion annually. In addition, Mr. Baumgartner oversaw Ziegler’s proprietary investments, private equity funds, and general business risks. Prior to assuming his position in 2009, Mr. Baumgartner worked as an investment banker at Ziegler beginning in 1984. Over the next 25 years, he completed more than 150 public debt offerings in excess of $5 billion for hospital systems, clinics and senior living facilities across the country. During that time, Mr. Baumgartner’s investment banking activities have included mergers, acquisitions and financial advisory work as well as tax-exempt and taxable financings on a fixed variable or blended interest rate basis. Mr. Baumgartner also worked on numerous strategic advisory transactions for health care providers involved in merging, acquiring or partnering with other health care entities. Mr. Baumgartner was a registered representative and registered principal. He earned a B.B.A. in finance from the University of Notre Dame. TRUSTEE QUALIFICATIONS We have determined that Mr. Baumgartner should serve on our Board because of his health care industry expertise, financial expertise, and capital markets experience.

Health Care

Strategy and Business Development

Risk Management

Finance and Reporting

Senior Leadership



Age: 61 Trustee Since: 2013 Committees: Nominating and Corporate Governance (Chair), Finance and Investment Independent: Yes			Albert C. Black, Jr. BACKGROUND • Trustee, Physicians Realty Trust, 2013-Present • Founder and Chairman, On-Target Supplies & Logistics, Ltd., 1982-Present • Graduate of Southern Methodist University's Cox School of Business, with a M.B.A. • Graduate of the University of Texas at Dallas, with a B.G.S. Mr. Black was appointed to our Board in connection with our IPO in July 2013 and is the Chairman of the nominating and corporate governance committee, and a member of the finance and investment committee. Mr. Black founded On-Target Supplies & Logistics, Ltd. (“On-Target”), a regional logistics management firm that provides outsourced services to a diverse set of companies, in 1982. On-Target's services include a broad range of supply chain functions. As Chairman of the company, Mr. Black’s responsibilities include the development of its executive management team and corporate strategy. On-Target's affiliate companies are TreCo Investments and READYTOWORK®, a workforce training and development company. Mr. Black’s professional and community experience over the years has included serving in leadership positions with several civic and educational institutions, including Baylor Scott and White Health, one of the leading health care delivery systems in the country where he has served as a trustee for over 25 years. Mr. Black is a past Chairman of the Board of Trustees for Baylor Health Care System. Mr. Black also serves as the inaugural chairman of the Charles A. Sammons Cancer Center Board. He is also a sponsoring trustee of the BSWH Diabetes Health and Wellness Institute. Mr. Black also has served as Chairman of the boards of Dallas Regional Chamber BSWH, PrimeSource and the Dallas Housing Authority. Mr. Black’s college and university board experience includes St. Louis University Board of Trustees, Baylor University Regent, Texas Southern University Regent and Paul Quinn College Regent. Mr. Black received a bachelor's degree from the University of Texas at Dallas and earned an MBA from the Cox School of Business at Southern Methodist University. TRUSTEE QUALIFICATIONS We have determined that Mr. Black should serve on our Board because of his entrepreneurial start-up business experience, his experience as President and CEO of a company, and his insightful perspective serving as a long-standing member of the board of trustees of a major health care delivery system, as well as other civic and educational institutions.

Health Care

Strategy and Business Development

Board

Senior Leadership



Age: 66 Trustee Since: 2013 Committees: Compensation, Finance and Investment Independent: Yes			William A. Ebinger, M.D. BACKGROUND • Trustee, Physicians Realty Trust, 2013-Present • Practicing Internist, Advocate Aurora Health Care, 2008-Present • President of the Medical Staff, Aurora Medical Center, Grafton, Wisconsin, 2010-2013 • Medical Director, Ozaukee Region, Aurora Advanced Healthcare Division, 2012-2014 • Physician Shareholder, Advanced Healthcare, 1992-2008 • Physician Shareholder, Milwaukee Medical Clinic, 1984-2002 • Postgraduate Training, Internal Medicine, University of Michigan • Graduate of Cornell College and the Pritzker School of Medicine at the University of Chicago Certification, American Board of Internal Medicine since 1983 • Member, American College of Physicians Dr. Ebinger was appointed to our Board in connection with our IPO in July 2013 and is a member of the compensation committee, and the finance and investment committee. Dr. Ebinger has been a practicing internist with Advocate Aurora Health Care since 2008, now one of the 10 largest not-for-profit integrated health systems in the nation, with 28 hospitals, 8,300 physicians and approximately $9.4 billion annual revenue. Dr. Ebinger served as the inaugural President of the Medical Staff at the Aurora Medical Center in Grafton, Wisconsin from 2010 through 2013. Dr. Ebinger served as a Medical Director for the Ozaukee Region of the Aurora Advanced Healthcare Division from 2012 through 2014. Dr. Ebinger was also a member of the Board of Directors for the Aurora Medical Group upon its formation in 2008 and served as the inaugural President of the Aurora Greater Milwaukee North Market Management Committee from 2014 through 2017. Prior to joining Aurora Health Care in 2008, Dr. Ebinger was a shareholder of Advanced Healthcare, the largest independent physician practice group in Southeastern Wisconsin with 250 physicians and served on its Board of Directors for 12 years. In 2008, Dr. Ebinger helped Advance Healthcare arrange a strategic hospital affiliation with Aurora Health Care to create Aurora Advanced Health Care. Dr. Ebinger graduated from Cornell College and the Pritzker School of Medicine at the University of Chicago. Dr. Ebinger completed his postgraduate training in Internal Medical at the University of Michigan, is certified by the American Board of Internal Medicine, and is a member of the American College of Physicians. TRUSTEE QUALIFICATIONS We have determined that Dr. Ebinger should serve on our Board because of his unique perspective as a practicing physician and experience with the integration and affiliation of an independent physician practice group with a leading health care delivery system.

Health Care

Strategy and Business Development

Board

Senior Leadership



Age: 55 Trustee Since: 2018 Committees: Audit Independent: Yes			Pamela J. Kessler BACKGROUND • Trustee, Physicians Realty Trust, 2018-Present • Co-President, LTC Properties, Inc. (NYSE: LTC), May 2020-Present • EVP, LTC Properties, Inc., 2007-May 2020 • Chief Financial Officer and Corporate Secretary, LTC Properties, Inc., 2007-Present • VP - Controller, LTC Properties, Inc., 2000-2007 • Corporate Controller, The Ezralow Company, 1997-2000 • Director of Financial Reporting, Irvine Apartment Communities, 1994-1997 • Assistant Controller, Inland Empire Division of KB Home, 1992-1994 • Senior Accountant, Real Estate Group, Ernst & Young LLP., 1989-1992 • Graduate of the University of California-Irvine, with Honors earning a B.A. in Economics • Licensed Certified Public Accountant (CPA-Inactive) Ms. Kessler was appointed to our Board on January 1, 2018 and is a member of the audit committee. Ms. Kessler was promoted to Co-President in May 2020 and is also the Chief Financial Officer and Secretary of LTC Properties, Inc (NYSE: LTC), positions she has held since 2007. Ms Kessler previously served as EVP of LTC from 2007 - May 2020. She has been with LTC as a member of the senior management team since 2000, when she joined as Vice President, Controller. Ms. Kessler oversees all aspects of finance, accounting, corporate reporting, tax and risk management, and is also responsible for LTC’s capital markets and key stakeholder engagement activities. She has over 25 years of real estate experience and has demonstrated expertise in developing, leading and executing capital markets and financial planning and analysis activities. LTC is a real estate investment trust that invests in senior housing and post-acute/skilled nursing properties primarily through sale-leaseback transactions, mortgage financing and structured finance solutions including mezzanine lending. Prior to joining LTC, Ms. Kessler served as the Corporate Controller for a privately held commercial and multifamily real estate developer. She was also the Director of Financial Reporting for Irvine Apartment Communities, a publicly traded multifamily REIT, and Assistant Controller of the Inland Empire division of KB Home, one of the nation’s largest publicly traded homebuilders. She began her career as a certified public accountant in the real estate group at Ernst & Young LLP. Ms. Kessler also serves on the board and as a member of the real estate committee of the Providence Cedars-Sinai Tarzana Foundation. Providence Tarzana Medical Center is a 249-bed hospital serving the San Fernando Valley, a joint venture between Providence St. Joseph Health, a national not-for-profit health system comprised of 50 hospitals and 829 clinics throughout the western part of the United States and Cedars-Sinai Health System. Ms. Kessler graduated with honors earning her bachelor’s degree in economics from the University of California, Irvine where she was the Vice President of Student Services. TRUSTEE QUALIFICATIONS We have determined that Ms. Kessler should serve on our Board because of her experience as CFO and Secretary of a publicly traded company, her REIT experience, and her financial knowledge and expertise.

Real Estate

Risk Management

Finance and Reporting

Board

Senior Leadership



Age: 74 Trustee Since: 2013 Committees: Nominating and Corporate Governance, Finance and Investment (Chair) Independent: Yes			Richard A. Weiss BACKGROUND • Trustee, Physicians Realty Trust, 2013-Present • Management Committee Member, Foley & Lardner LLP, 1999-2008 • Graduated from the University of Wisconsin Law School, finishing Magna Cum Laude earning a J.D. • University of Wisconsin Law School Order of the Coif graduate, and served on the editorial board of the Wisconsin Law Review • Graduate of Northwestern University, finishing with distinction honors earning a B.S.B.A. Mr. Weiss was appointed to our Board in connection with our IPO in July 2013 and is Chairman of the finance and investment committee, and a member of the nominating and corporate governance committee. Mr. Weiss retired as a partner from the law firm Foley & Lardner LLP in June 2008 where he served as managing partner of the firm’s Washington D.C. office and as a member of the firm’s management committee. Mr. Weiss concentrated his law practice in health care finance, representing hospital systems, medical practice groups and investment banks. Mr. Weiss is a former member of the board of trustees and former board chair of Washington Hospital Center, the largest private hospital in Washington, D.C. Mr. Weiss is a member of the board of trustees and of the finance committee of Advocate Aurora Health Care, the largest health care delivery system in northern Illinois and Wisconsin. He served two years as board chairman of Advocate Aurora Health Care. Mr. Weiss has also been a trustee of the Medical College of Wisconsin and board chairman of a private psychiatric hospital. In addition to his work in health care, Mr. Weiss worked in the sports industry where he represented the Washington Nationals in connection with its baseball stadium in Washington, D.C., as well as the Green Bay Packers in the renovation of Lambeau Field, the Milwaukee Brewers in the development and financing of Miller Park, and Major League Baseball in the financing of ballparks in San Diego and Miami. Mr. Weiss graduated from the University of Wisconsin Law School (magna cum laude, 1971), where he was Order of the Coif and on the editorial board of the Wisconsin Law Review, and has a business degree from Northwestern University (B.S.B.A., with distinction, 1968). Mr. Weiss is a board member and audit committee chair of Ascendium Education Group, a retired member of The Economic Club of Washington D.C., a former board member and the general campaign chair for the United Way of the National Capital Area and a former member of the board of trustees and executive committee of the Greater Washington Board of Trade. TRUSTEE QUALIFICATIONS We have determined that Mr. Weiss should serve on our Board because of his health care industry, legal and financial experience, and his experience in matters of compliance with legal and regulatory requirements.

Health Care

Finance and Reporting

Board

Senior Leadership

TRUSTEE NOMINATION PROCEDURE

Our bylaws provide that, with respect to an annual meeting of shareholders, nominations of individuals for election to our Board at an annual meeting and the proposal of other business to be considered by shareholders may be made only (i) pursuant to our notice of the meeting, (ii) by or at the direction of our Board or (iii) by a shareholder of record both at the time of giving of notice and at the time of the annual meeting, who is entitled to vote at the meeting and has complied with the advance notice provisions set forth in our bylaws.

Our bylaws require the shareholder to provide notice in writing to the Secretary containing the information required by our bylaws not earlier than the 150th day nor later than 5:00 p.m., Eastern Standard Time, on the 120th day prior to the first anniversary of the date our proxy statement is released to our shareholders (as used in Rule 14a-8(e) promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), as interpreted by the SEC from time to time) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the shareholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Standard Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a shareholder’s notice as described above.

TRUSTEE INDEPENDENCE

Under the listing requirements and rules of the NYSE, independent trustees must comprise a majority of a listed company’s board of directors. The nominating and corporate governance committee recommended to the Board, and the Board determined, that of the eight persons who serve on our Board, the following seven trustees are “independent” based on the NYSE’s listing rules, and the Company’s corporate governance guidelines: Messrs. Anderson, Baumgartner, Black, and Weiss, Dr. Ebinger, Ms. Kessler and Governor Thompson.

In making the independence determinations, our Board broadly considers all relevant facts and circumstances, including the current and prior relationships that each non-employee trustee has with us and the beneficial ownership of our common shares by each non-employee trustee. In assessing the independence of certain trustees, the Board considered immaterial, ordinary course and arm’s-length rental payments received from two health care systems that are tenants at four of our properties. Based on the assessments, the Board determined that none of the trustees had a relationship with our Company or our management that, in the judgment of the Board, would impair the trustee’s independence.

A copy of the Company’s corporate governance guidelines is available in the "Investors" section of our website (www.docreit.com) under “Governance Documents.”

Our Board and Committees

BOARD LEADERSHIP STRUCTURE

Mr. Thomas currently serves as our President and Chief Executive Officer and Governor Thompson currently serves as the Non-Executive Chairman of the Board. Pursuant to the Company’s bylaws, the Board may, but is not required to, designate a Chief Executive Officer. In the absence of such designation, the Chairman of the Board shall be the Chief Executive Officer of the Company. The Board has no policy with respect to the separation of the offices of Chairman of the Board and the Chief Executive Officer as the Board believes that it is in the best interests of the Company and its shareholders to make that determination from time to time based on the needs of the Company and the Board. The Board has determined that separating the roles of Chief Executive Officer and Chairman is currently in the Company’s and shareholders' best interests.

COMMITTEE MEMBERSHIP AND STRUCTURE

Our Board has established four standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee, and a finance and investment committee. The principal functions of each committee are described below. We comply with the listing requirements and other rules and regulations of the NYSE, as amended or modified from time to time, and each of the audit committee, compensation committee, and nominating and corporate governance committee is comprised exclusively of independent trustees. Additionally, our Board may from time to time establish certain other committees to facilitate the management of our Company.

The audit committee, compensation committee, and nominating and corporate governance committee each operate under charters approved by our Board, which charters are available in the "Investors" section of our website (www.docreit.com) under “Governance Documents.”



Audit Committee
MEMBERS Mark A. Baumgartner (Chair) Stanton D. Anderson Pamela J. Kessler Meetings in 2020: 4			We have adopted an audit committee charter, which details the principal functions of the audit committee, including oversight related to: • our accounting and financial reporting processes; • the integrity of our financial statements and financial reporting process; • our systems of disclosure controls and procedures and internal control over financial reporting; • our compliance with financial, legal and regulatory requirements; • the annual evaluation of the qualifications, independence, and performance of our independent registered public accounting firm; • the performance of our internal audit function; and • our overall risk profile. The Board has determined that each member of the audit committee is “independent” based on the NYSE’s listing rules and that each member of the audit committee also satisfies the additional independence requirements of the SEC for members of audit committees. In addition, the Board has determined that each member of the audit committee is “financially literate” within the meaning of the listing standards of the NYSE and that each of Mr. Baumgartner, Mr. Anderson, and Ms. Kessler is an “audit committee financial expert” as that term is defined by the applicable SEC regulations and the listing standards of the NYSE. The audit committee is responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The audit committee considers whether the independent registered public accounting firm is qualified and able to provide effective and efficient service, based on factors such as the independent registered public accounting firm’s familiarity with the Company’s industry, business, personnel, culture, accounting systems or risk profile; the appropriateness of fees charged; and whether the retention of the independent registered public accounting firm would enhance the Company’s ability to manage or control risk or improve the quality of the audit. The audit committee meets with the independent registered public accounting firm at least quarterly, both together with management and separately, to review and discuss significant matters related to the audit and/ or the quarterly reviews of financial statements. The audit committee also approves the audit committee report required by SEC regulations to be included in our annual proxy statement. The audit committee also reviews any related party transaction identified and presented to the committee under the Company’s Related Person Transaction Policy, and oversees the investigation and handling of any concerns or complaints that arise under the Company's whistleblower policy. The report of the audit committee is included in this proxy statement.



Finance and Investment Committee
MEMBERS Richard A. Weiss (Chair) John T. Thomas Governor Tommy G. Thompson Albert C. Black, Jr. William A. Ebinger, M.D. Meetings in 2020: 5			The function of the finance and investment committee is to review and approve the Company’s capital structure and financing activities and investments in health care properties. Our finance and investment committee operates pursuant to a written charter. Unless otherwise determined by the Board, the committee shares in the responsibility for consulting with management on, and approving on behalf of the Board, all strategies, plans, policies and actions relating to: (i) capital structure; (ii) equity and debt financings, including public and private securities offerings; and (iii) credit facilities and loans, hedging and other financing transactions subject to investment parameters established by the Board for the Company. From time to time, the committee will also review and approve or recommend to the full Board specific investments in health care properties by the Company. Our Board has determined that, other than Mr. Thomas, each member of the finance and investment committee is “independent” under NYSE rules.



Compensation Committee
MEMBERS Stanton D. Anderson (Chair) Governor Tommy G. Thompson William A. Ebinger, M.D. Meetings in 2020: 2			Our compensation committee charter details the principal compensation-related functions of the compensation committee, including: • at least annually, review and approve the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluate our Chief Executive Officer’s performance in light of such goals and objectives and determine and approve the Chief Executive Officer's compensation level based on this evaluation; • at least annually, review and approve all compensation for all other officers, and all other employees of the Company or its subsidiaries who are senior vice president and above; • periodically review and recommend to the Board the amount and composition of compensation for trustees; • at least annually, review the compensation philosophy of the Company; • at least annually, conduct a risk assessment of the Company's compensation policies and practices; • develop, periodically review, and recommend to the Board a succession plan for the Chief Executive Officer and other executive officers; • implement and administer our incentive compensation equity-based remuneration plans; • review and discuss with management the Compensation Discussion and Analysis (“CD&A”) and determine whether to recommend to the Board that the CD&A be included in the annual proxy statement; • prepare a report of the compensation committee for inclusion in our annual proxy statement; and • oversee any clawback policy relating to executive compensation. The Board has determined that each member of the compensation committee is “independent” based on the NYSE’s listing rules and also meets the NYSE’s additional requirements for membership on the compensation committee.



Nominating and Corporate Governance Committee
MEMBERS Albert C. Black, Jr. (Chair) Governor Tommy G. Thompson Richard A. Weiss Meetings in 2020: 3			Our nominating and corporate governance committee charter details the principal governance-related functions of the nominating and corporate governance committee, including: • identify and recommend to the full Board qualified candidates for election as trustees and recommend nominees for election as trustees at the annual meeting of shareholders; • recommend candidates to fill any vacancies on the Board; • in connection with the recommendation of candidates for election as trustees or to fill a vacancy on the Board, consider diversity in terms of perspective, background, experience, gender, race and ethnic or national origin; • develop and recommend to the Board policies and procedures regarding the consideration of trustee candidates recommended by the Company's shareholders; • recommend to the Board nominees for each committee of the Board; • oversees the Company's ESG and receives regular updates regarding strategy, practices, and performance; • oversee the Company's human capital and diversity and inclusion policies and initiatives, and oversee the DE&I Council, • develop and recommend to the Board corporate governance guidelines and implement and monitor such guidelines and annually review such guidelines; • review and make recommendations on matters involving the general operation of the Board, including board size and composition, and committee composition and structure; • annually review and assess the independence of trustees; • annually facilitate the assessment of the Board’s performance and effectiveness; • oversee the evaluation of the Board and management; • make recommendations to the Board regarding governance matters, including the Company’s organizational documents and committee charters; and • at least annually, consider and discuss with management the Company’s code of business conduct and ethics and the procedures in place to enforce the code of business conduct and ethics. The Board has determined that each member of the nominating and corporate governance committee is “independent” based on the NYSE’s listing rules.

TRUSTEE ENGAGEMENT

BOARD MEETINGS

The Board held nine meetings during fiscal year 2020. Each of our trustees attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which such trustee served during fiscal year 2020.

The non-management members of the Board also met regularly in executive sessions without management present. Governor Thompson, the Non-Executive Chairman of the Board, served as presiding trustee of these executive sessions.

ATTENDANCE AT ANNUAL MEETING OF SHAREHOLDERS

Although we do not have a formal policy regarding attendance by members of the Board at our Annual Meeting, we encourage, but do not require, trustees to attend.

BEYOND THE BOARDROOM


TRUSTEE ACTIVITY HIGHLIGHTS
March 6, 2020 Virtual Town Hall: COVID-19 Best Practices with Board Member William Ebinger, M.D. April 24, 2020 Video Interview: Emergency Response Retrospective & Meeting Dr. Fauci with Board Chairman Governor Tommy Thompson May 1, 2020 Video Interview: Resilience, Remote Working, and Health & Wellness with Board Member Pamela Kessler			May 15, 2020 Video Interview: Overcoming Adversity in Business During a Global Pandemic with Board Member Albert Black, Jr. July 1, 2020 Virtual Town Hall: Diversity, Equity, and Inclusion with Board Member Albert Black, Jr. September 17, 2020 Virtual Management Summit: Health Care Professionals Discuss COVID-19: The New Frontier of Patient Care with Board Member William Ebinger, M.D.

CORPORATE GOVERNANCE GUIDELINES

Our Board has established corporate governance guidelines that address the role and composition of, and policies applicable to, the Board and management. At least annually, the nominating and corporate governance committee reviews and reassesses the corporate governance guidelines and submits any recommended changes to the Board for its consideration. A copy of the Company’s corporate governance guidelines is available in the "Investors" section of our website (www.docreit.com) under “Governance Documents.” Information contained on our website is not part of this proxy statement.

CORPORATE GOVERNANCE HIGHLIGHTS AND ENHANCEMENTS



• Our Board is not staggered, with each of our trustees subject to re-election annually • Seven of our eight trustees are independent under the NYSE rules • All of our audit committee members qualify as “audit committee financial experts” as defined by the SEC • We opted out of the business combination and control share acquisition statutes in the Maryland General Corporation Law • We do not have a shareholder rights plan • Each of the audit committee, compensation committee, and nominating and corporate governance committee is comprised solely of independent trustees

Board Responsibilities

STRATEGIC OVERSIGHT

Oversight of the Company’s business strategy and strategic planning is a key responsibility of the Board. The Board believes that overseeing and monitoring strategy is a continuous process and the Board takes a multilayered approach in exercising its duties.

SEC Form DEF 14A filed by Physicians Realty Trust