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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Healthpeak Properties Inc | NYSE:DOC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.46 | 2.51% | 18.80 | 19.05 | 18.34 | 18.47 | 7,081,720 | 21:00:03 |
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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ý
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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o
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Soliciting Material under §240.14a-12
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PHYSICIANS REALTY TRUST
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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ý
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No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1
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Title of each class of securities to which transaction applies:
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(2
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Aggregate number of securities to which transaction applies:
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(3
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)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4
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)
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Proposed maximum aggregate value of transaction:
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(5
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1
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Amount Previously Paid:
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(2
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Form, Schedule or Registration Statement No.:
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(3
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Filing Party:
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(4
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Date Filed:
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Sincerely,
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Governor Tommy G. Thompson
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Chairman of the Board
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1.
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The election of seven trustees to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified.
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2.
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The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2018
.
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3.
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A non-binding advisory proposal to approve the compensation paid by the Company to the Company’s named executive officers.
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4.
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The transaction of such other business as may properly come before the annual meeting or any adjournments or postponements thereof.
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By Order of the Board of Trustees of Physicians Realty Trust
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John T. Thomas
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Chief Executive Officer, President and Trustee
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Page
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•
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The election of seven trustees to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified;
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The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2018
; and
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The approval on a non-binding advisory basis of the compensation paid to the Company’s named executive officers.
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“FOR” the election of seven trustees to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified (Proposal 1);
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“FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2018
(Proposal 2); and
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“FOR” the non-binding advisory approval of executive compensation (Proposal 3).
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“FOR” the election of seven trustees to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified (Proposal 1);
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“FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2018
(Proposal 2); and
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“FOR” the non-binding advisory approval of executive compensation (Proposal 3).
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Item
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Vote Required
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Broker Discretionary
Voting Allowed
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Proposal 1 - The election of seven trustees to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified
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Majority of Votes Cast
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No
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Proposal 2 - The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017
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Majority of Votes Cast
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Yes
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Proposal 3 - The non-binding advisory approval of executive compensation
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Majority of Votes Cast
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No
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Name
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Age
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Position
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John T. Thomas
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50
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President and Chief Executive Officer and Trustee
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Tommy G. Thompson
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75
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Trustee, Non-Executive Chairman of the Board
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Stanton D. Anderson
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76
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Trustee
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Mark A. Baumgartner
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61
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Trustee
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Albert C. Black, Jr.
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57
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Trustee
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William A. Ebinger, M.D.
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62
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Trustee
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Richard A. Weiss
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70
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Trustee
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Name
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Biographical Summary
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John T. Thomas
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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 an executive officer and trustee since our organization in April 2013. Mr. Thomas was the Executive Vice President-Medical Facilities Group for Welltower Inc. (NYSE: HCN, formerly known as Health Care REIT Inc.) from January 2009 to July 2012 where his group was responsible for growing total net investments for the company’s medical facilities division, including hospitals, medical office buildings, and life science research facilities, from $2.3 billion in assets to approximately $5 billion. During that three and a half year time frame, Mr. Thomas’ group expanded HCN’s medical office building portfolio from 128 properties to 210 properties with rentable square feet growing from 5.6 million to 13 million and the percentage of medical office buildings affiliated with healthcare delivery systems growing from 62% to approximately 90%, while occupancy for the medical office buildings improved from 90% to almost 94% during this period. The medical facilities division’s annualized net operating income increased from $131 million in 2008 to more than $350 million while Mr. Thomas led HCN’s medical facilities division. From July 2012 to July 2013, Mr. Thomas was self-employed as a healthcare consultant and lawyer. Mr. Thomas has relationships with over 25 national operators and healthcare delivery systems with whom he has worked to develop and acquire healthcare facilities occupied by these healthcare delivery systems and operators. Prior to HCN, 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 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 Healthcare, 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 healthcare delivery system and its operating subsidiaries. Mr. Thomas has served on the Board of Directors of Education Realty Trust, Inc. (NYSE: EDR) since September 2016. He also serves on the Board of Trustees for the Jacksonville State University Foundation.
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Mr. Thomas began his career as a tax lawyer at Milbank, Tweed, Hadley and McCoy in New York, NY in 1990, and was elected a partner at Sonnenschein, Nath and 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.
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We have determined that Mr. Thomas should serve on our Board and as our Chief Executive Officer and President given his background, skills and extensive experience in the healthcare industry. As President and Chief Executive Officer of the Company, he is knowledgeable about all aspects of the Company’s business and operations, and has considerable executive experience in the real estate industry.
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Tommy G. Thompson
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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 and nominating governance committee and the finance and investment committee. 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 term in public office, Governor Thompson built, and continues to build, on his efforts as HHS Secretary and Governor to develop innovative solutions to the healthcare challenges facing American families, businesses, communities, states and the nation as a whole. 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 healthcare 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 2011 to May 2011, and served as President from February 2005 to January 2011. Governor Thompson currently serves on the Board of Directors of Centene Corporation (since 2005), C.R. Bard, Inc. (since 2005), United Therapeutics Corporation (since 2010), and TherapeuticsMD, Inc. (since 2012). Governor Thompson was formerly a director of Cytori Therapeutics, Inc., Cancer Genetics, Inc., CareView Communications, Inc., AGA Medical Corporation, CNS Response, Inc., PURE Bioscience, Inc., SpectraScience, Inc., and VeriChip Corporation. Governor Thompson received his B.S. and J.D. from the University of Wisconsin-Madison.
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We have determined that Governor Thompson should serve on our Board because of his prior public company board experience, extensive knowledge of the evolving healthcare industry, and unique experience with physicians, healthcare decision makers, and business executives nationwide regarding healthcare policy and improvements within the industry.
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Stanton D. Anderson
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Mr. Anderson was appointed to our Board in connection with our IPO in July 2013 and is the Chairman of the audit committee and a member of the compensation and nominating governance committee. Mr. Anderson serves as Vice Chairman and Partner of Accretive Capital Partners LLC, a private equity firm. 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 since 1997. While a partner at McDermott Will & Emery, Mr. Anderson served as Executive Vice President and Chief Legal Officer of the U.S. Chamber of Commerce (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.
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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.
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Mark A. Baumgartner
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Mr. Baumgartner was appointed to our Board in connection with our IPO in July 2013 and is the Chairman of the finance and investment committee. Mr. Baumgartner is currently the Chief Investment & Risk Officer and a Senior Managing Director of The Ziegler Companies, Inc. (“Ziegler”) responsible for review of certain transactions underwritten by the firm for hospitals, senior living entities, churches, and charter schools, totaling approximately $3 billion annually. In addition, Mr. Baumgartner oversees Ziegler’s proprietary investments and general business risks. Prior to assuming the position of Chief Credit Officer 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 has also had the opportunity to work on numerous strategic advisory transactions for healthcare providers involved in merging, acquiring or partnering with other healthcare entities. Mr. Baumgartner is a registered representative and registered principal and is a member of the Healthcare Financial Management Association. He earned a B.B.A. in finance from the University of Notre Dame.
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We have determined that Mr. Baumgartner should serve on our Board because of his healthcare industry expertise, financial expertise and capital markets experience.
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Albert C. Black, Jr.
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Mr. Black was appointed to our Board in connection with our IPO in July 2013 and is the Chairman of the compensation and nominating governance committee. Mr. Black has been President and Chief Executive Officer of On-Target Supplies & Logistics, Ltd. (“On-Target”), a regional logistics management firm that provides outsourced services to a diverse set of Fortune 500 companies and large non-profit organizations since he founded the company in 1982. On-Target’s supply chain functions include product sourcing, procurement, transportation, warehousing, light manufacturing, web-based fulfillment, distribution and second market management. As President and Chief Executive Officer of On-Target, Mr. Black’s primary responsibility is to guide the growth and development of On-Target and its affiliate companies TreCo Investments and ReadyToWork®, a work force 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 healthcare delivery systems in the country with approximately $8 billion in combined assets and $6 billion in annual operating revenue. Baylor Health Care System and Scott and White merged in 2013. Mr. Black is a Past Chairman of the Board of Trustees for Baylor Health Care System and current chairman of its Finance committee. Mr. Black has served on the Baylor Health Care System Board of Trustees for over 20 years where he also serves as the inaugural chairman of the Charles Sammons Cancer Center Board. He is also a sponsoring trustee of the BHCS Diabetes Health and Wellness Institute. Mr. Black also has served as Dallas Regional Chamber Board Chairman, PrimeSource Board Chairman and the Dallas Housing Authority Board Chairman. 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 graduated from the University of Texas at Dallas and earned an MBA from the School of Business at Southern Methodist University.
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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 important perspective serving as a long standing member of the Board of Trustees of a major healthcare delivery system as well as other civic and educational institutions.
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William A. Ebinger, M.D.
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Dr. Ebinger was appointed to our Board in connection with our IPO in July 2013 and is a member of the audit committee and the finance and investment committee. Dr. Ebinger has been a practicing internist since 2008 with Aurora Health Care, the largest healthcare delivery system in Wisconsin with 15 hospitals across the state, nearly 1,700 employed physicians and approximately $4 billion in annual revenue. Dr. Ebinger served as the President of the Medical Staff at the Aurora hospital in Grafton, Wisconsin known as the Aurora Medical Center Grafton 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 also was a member of the board of directors for the Aurora Medical Group upon its formation and recently completed his term as President of the Aurora Greater Milwaukee North Market Management Committee. Prior to joining Aurora Health Care in 2008, Dr. Ebinger was a physician shareholder of Advanced Healthcare, the largest independent physician practice group in Southeastern Wisconsin with approximately 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 medical school at the University of Chicago. Dr. Ebinger completed his postgraduate studies in Internal Medical at the University of Michigan and is a member of the American Board of Internal Medicine.
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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 healthcare delivery system.
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Richard A. Weiss
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Mr. Weiss was appointed to our Board in connection with our IPO in July 2013 and is a member of the finance and investment committee and the audit 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 and audit committees of Aurora Health Care, the largest health care delivery system in Wisconsin, where he served two years as its board chairman. 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 healthcare, Mr. Weiss worked in the sports industry where he represented the Washington Nationals in connection with its new 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 Great Lakes Higher Education Corporation, 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.
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We have determined that Mr. Weiss should serve on our Board because of his healthcare industry, legal and financial experience, and his experience in matters of compliance with legal and regulatory requirements.
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our Board is not staggered, with each of our trustees subject to re-election annually;
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of the seven persons who serve on our Board, five of our trustees satisfy the listing standards for independence of the New York Stock Exchange (the “NYSE”) and Rule 10A-3 under the Exchange Act;
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two of our trustees qualify as “audit committee financial experts” as defined by the SEC;
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we opted out of the business combination and control share acquisition statutes in the Maryland General Corporation Law;
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we do not have a shareholder rights plan; and
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each of the audit committee and the compensation and nominating governance committee is comprised solely of independent trustees.
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our accounting and financial reporting processes;
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the integrity of our consolidated financial statements and financial reporting process;
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our systems of disclosure controls and procedures and internal control over financial reporting;
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our compliance with financial, legal and regulatory requirements;
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the evaluation of the qualifications, independence and performance of our independent registered public accounting firm;
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the performance of our internal audit function; and
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our overall risk profile.
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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 as well as each current trustee and consider the results of such evaluation when determining whether or not to recommend the nomination of such trustee for an additional term;
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at least annually, review and approve all compensation for all officers, including our chief executive officer, and all other employees of the company or its subsidiaries who are executive vice president and above;
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periodically review and recommend to the Board the amount and composition of compensation for trustees;
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at least annually, review the compensation philosophy of the Company;
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review our executive compensation policies and plans;
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implement and administer our incentive compensation equity-based remuneration plans;
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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;
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produce a report of the compensation and nominating governance committee to be included in our annual proxy statement; and
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oversee any clawback policy relating to executive compensation.
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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;
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recommend candidates to fill any vacancies on the Board;
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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;
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recommend to the Board nominees for each committee of the Board;
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develop and recommend to the Board corporate governance guidelines and implement and monitor such guidelines;
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review and make recommendations on matters involving the general operation of the Board, including board size and composition, and committee composition and structure;
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annually facilitate the assessment of the Board’s performance as a whole and of the individual trustees, as required by applicable law, regulations and the NYSE corporate governance listing standards;
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oversee the evaluation of the Board and management;
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make recommendations to the Board regarding governance matters, including the Company’s organizational documents and committee charters;
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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; and
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review and approve or ratify any transaction required to be disclosed under Item 404 of Regulation S-K in accordance with the Company’s related person transaction policy.
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Shareholders may contact the compensation and nominating governance committee by mail to recommend a nominee for our Board. Correspondence should be addressed to the compensation and nominating governance committee and should be sent by mail to Physicians Realty Trust, Board c/o the Office of the Secretary, 309 N. Water Street, Suite 500, Milwaukee, WI 53202.
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The Secretary shall promptly forward to members of the compensation and nominating governance committee any recommendations so received.
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The compensation and nominating 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 compensation and nominating governance committee.
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The compensation and nominating 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.
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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
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full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;
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compliance with laws, rules and regulations;
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prompt internal reporting of violations of the code to appropriate persons identified in the code; and
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accountability for adherence to the code of business conduct and ethics.
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Name of Beneficial Owner
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Number of
Common
Shares
Beneficially
Owned
|
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Number of
Common
Shares and
OP Units
Beneficially
Owned
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Percentage
of
All
Common
Shares
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Percentage
of
All
Common
Shares
and OP
Units
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Named Executive Officers and Trustees:
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John T. Thomas (1)
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217,249
|
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217,249
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*
|
|
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*
|
|
Jeffrey N. Theiler
|
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70,968
|
|
|
70,968
|
|
|
*
|
|
|
*
|
|
Deeni Taylor
|
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51,099
|
|
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51,099
|
|
|
*
|
|
|
*
|
|
Bradley D. Page
|
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28,875
|
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28,875
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|
|
*
|
|
|
*
|
|
Mark D. Theine
|
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47,175
|
|
|
47,175
|
|
|
*
|
|
|
*
|
|
John W. Lucey
|
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39,809
|
|
|
39,809
|
|
|
*
|
|
|
*
|
|
Daniel M. Klein
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15,614
|
|
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15,614
|
|
|
*
|
|
|
*
|
|
Stanton D. Anderson
|
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46,473
|
|
|
46,473
|
|
|
*
|
|
|
*
|
|
Tommy G. Thompson (2)
|
|
71,483
|
|
|
71,483
|
|
|
*
|
|
|
*
|
|
Albert C. Black, Jr. (3)
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45,652
|
|
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45,652
|
|
|
*
|
|
|
*
|
|
Richard A. Weiss
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25,282
|
|
|
25,282
|
|
|
*
|
|
|
*
|
|
Mark A. Baumgartner (4)
|
|
23,927
|
|
|
23,927
|
|
|
*
|
|
|
*
|
|
William A. Ebinger, M.D.
|
|
23,151
|
|
|
23,151
|
|
|
*
|
|
|
*
|
|
All executive officers, and trustees as a group (13 people)
|
|
706,757
|
|
|
706,757
|
|
|
*
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
||||
Other 5% Shareholders:
|
|
|
|
|
|
|
|
|
||||
The Vanguard Group, Inc. (5)
|
|
20,734,567
|
|
|
20,734,567
|
|
|
15.2
|
%
|
|
14.9
|
%
|
Cohen & Steers, Inc. (6)
|
|
14,076,141
|
|
|
14,076,141
|
|
|
10.3
|
%
|
|
10.1
|
%
|
BlackRock, Inc. (7)
|
|
12,381,225
|
|
|
12,381,225
|
|
|
9.1
|
%
|
|
8.9
|
%
|
Vanguard Specialized Funds (8)
|
|
10,218,846
|
|
|
10,218,846
|
|
|
7.5
|
%
|
|
7.3
|
%
|
Principal Real Estate Investors, LLC (9)
|
|
8,096,905
|
|
|
8,096,905
|
|
|
6.0
|
%
|
|
5.8
|
%
|
Invesco Ltd. (10)
|
|
7,735,457
|
|
|
7,735,457
|
|
|
5.7
|
%
|
|
5.6
|
%
|
(1)
|
Includes common shares held by accounts held for the benefit of Mr. Thomas’ children.
|
(2)
|
Includes 24,849 common shares held by Thompson Family Investments, LLC.
|
(3)
|
Includes 7,661 common shares held by Mr. Black’s spouse.
|
(4)
|
Includes 17,946 common shares held by the Mark A. and Mary Jane Baumgartner Revocable Trust dated 09/16/07.
|
(5)
|
Based on a Schedule 13G/A filed with the SEC on February 13, 2017: (i) The Vanguard Group, Inc. (“Vanguard”) has sole voting power with respect to 391,016 common shares, sole dispositive power with respect to 20,364,507 common shares, and shared dispositive power with respect to 370,060 common shares; (ii) Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 209,531 common shares as a result of its serving as investment manager of collective trust accounts; and (iii) Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 342,014 common shares as a result of its serving as investment manager of Australian investment offerings. Vanguard lists its address as 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
|
(6)
|
Based on a Schedule 13G/A filed with the SEC on February 14, 2017: (i) Cohen & Steers, Inc. (“Cohen & Steers”) has sole voting power with respect to 12,095,125 common shares and sole dispositive power with respect to 14,057,521 common shares owned directly or through its wholly-owned subsidiary Cohen & Steers Capital Management, Inc.; and (ii) Cohen & Steers UK Limited, a wholly-owned subsidiary of Cohen & Steers, has sole dispositive power with respect to 18,620 common shares. Cohen & Steers, Inc. lists its address as 280 Park Avenue, 10th Floor, New York, New York 10017.
|
(7)
|
Based on a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on January 25, 2017. These securities are owned by BlackRock directly or through wholly-owned subsidiaries of BlackRock. BlackRock has sole voting power with respect to 12,082,218 common shares and sole dispositive power with respect to 12,381,225 common shares. BlackRock lists its address as 55 East 52nd Street, New York, New York 10055.
|
(8)
|
Based on a Schedule 13G/A filed with the SEC on February 13, 2017, Vanguard Specialized Funds has sole voting power with respect to 10,218,846 common shares. Vanguard Specialized Funds lists its address as 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
|
(9)
|
Based on a Schedule 13G filed with the SEC on February 15, 2017. Principal Real Estate Investors, LLC lists its address as 801 Grand Avenue, Des Moines, IA 50392.
|
(10)
|
Based on a Schedule 13G filed with the SEC on February 14, 2017. Invesco Ltd. has sole voting power with respect to 4,560,404 common shares and sole disposition power with respect to 7,735,457 common shares. Invesco Ltd. lists its address as 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309.
|
Name
|
|
Age
|
|
Position
|
Jeffrey N. Theiler
|
|
43
|
|
Executive Vice President and Chief Financial Officer
|
Deeni Taylor
|
|
60
|
|
Executive Vice President - Chief Investment Officer
|
John W. Lucey
|
|
55
|
|
Senior Vice President - Chief Accounting and Administrative Officer
|
Mark D. Theine
|
|
33
|
|
Senior Vice President of Asset and Investment Management
|
Bradley D. Page
|
|
56
|
|
Senior Vice President and General Counsel
|
Daniel M. Klein
|
|
52
|
|
Senior Vice President - Deputy Chief Investment Officer
|
Jeffrey N. Theiler
|
|
Mr. Theiler is our Executive Vice President and Chief Financial Officer. Mr. Theiler became an executive officer in July 2014. Prior to joining the Company, from 2010 to 2014, Mr. Theiler served as a Senior Equity Research Analyst with Green Street Advisors. From 2003 to 2008, Mr. Theiler worked as a Vice President and Associate in the real estate investment banking divisions of Banc of America Securities and Lehman Brothers. Mr. Theiler received an M.B.A. in Corporate Finance from the University of North Carolina at Chapel Hill’s Kenan-Flagler Business School, an M.S.P.H. in Environmental Science from Tulane University and a B.S. in Biology from Vanderbilt University.
|
|
|
|
Deeni Taylor
|
|
Mr. Taylor is our Executive Vice President - Chief Investment Officer, a position he has held since January 2017. From October 2015 through December 2016, Mr. Taylor was our Executive Vice President - Investments. From 2006 until 2015, Mr. Taylor served as an Executive Vice President of Indianapolis based Duke Realty, Inc. (NYSE:DRE), helping to lead Duke's healthcare team since 2006. Prior to Mr. Taylor's healthcare real estate career, he had a 25-year hospital career. Mr. Taylor served as Executive Vice President and Chief Strategy Officer for St. Vincent Health, an Ascension Health ministry including 16 hospitals serving central Indiana from 2000 until 2006. He also served as President of UNITY Health Management Services in Birmingham, Alabama from 1997 until 2000 and worked for Ascension's St. Vincent's Hospital in Birmingham, Alabama as the Vice President of Planning and Marketing from 1992 until 1997. Prior to that, he worked for St. Joseph Hospital in Augusta, Georgia, where he served as Vice President Ancillary Services from 1982 until 1992. Mr. Taylor is a graduate of Purdue University, with a B.S. in Pharmacy, and Central Michigan University with a Masters in Science Administration. Mr. Taylor is a member of ULI and serves on their Healthcare and Life Science Council. He is a member of the Healthcare Real Estate Insights Editorial Board and a past Diplomat in American College of Healthcare Executives. Mr. Taylor has served on Peyton Manning's PeyBack Foundation since 2001.
|
|
|
|
John W. Lucey
|
|
Mr. Lucey is our Senior Vice President - Chief Accounting and Administrative Officer, a position he has held since 2016. From our IPO in July 2013 until 2016, he was our Senior Vice President - Principal Accounting and Reporting Officer. Mr. Lucey has more than twenty years of public company financial experience, of which more than ten of those years have been in the senior living healthcare industry. From 2005 until July 2013, Mr. Lucey served as the Director of Financial Reporting for Assisted Living Concepts, Inc. (now known as Enlivant), a senior housing operator with over 200 locations in 20 states and annual revenues of approximately $230 million where he was responsible for the consolidated financial statements, SEC reporting, coordination of the annual audit and annual report, corporate office budget, HUD compliance, workers compensation and general/professional liability insurance oversight and research and implementation of all new accounting standards.
|
|
|
|
|
|
Prior to ALC, Mr. Lucey served as the Manager of Financial Reporting for Case New Holland from 2003 to 2005 and as a Division Controller at Monster Worldwide from 2001 to 2003. From 1996 to 2001, Mr. Lucey was the Director of Financial Reporting for Alterra Healthcare Corporation (now Brookdale Living Communities, NYSE: BKD). Mr. Lucey’s experience includes initial public offerings, as well as various equity and debt offerings and mergers and acquisitions. Mr. Lucey is a certified public accountant in the State of Wisconsin and has a bachelor’s degree in accounting from the University of Wisconsin - Madison and an M.B.A. in finance from St. Louis University in St. Louis, MO.
|
Mark D. Theine
|
|
Mr. Theine is our Senior Vice President of Asset and Investment Management, a position he has held since our IPO in July 2013. From September 2005 to July 2013, Mr. Theine was employed by the Ziegler Funds and was responsible for evaluating investment opportunities, assisting in the daily asset management of all Ziegler Fund investments, overseeing third party property management and leasing and monitoring actual property performance. Additionally, Mr. Theine’s responsibilities with Ziegler included identifying new investment opportunities and assisting with due diligence and financing arrangements for each investment. Mr. Theine graduated summa cum laude with a B.B.A. in finance and accounting from the University of Wisconsin - Milwaukee.
|
|
|
|
Bradley D. Page
|
|
Mr. Page is our Senior Vice President and General Counsel, a position he has held since February 2015. From 1995 to January 2015, he was a shareholder of Milwaukee-based law firm Davis & Kuelthau, s.c. Prior to joining us, Mr. Page was President of Davis & Kuelthau, s.c. Over his career at Davis & Kuelthau, s.c., Mr. Page represented businesses in all areas of commercial real estate, commercial lending, and corporate and construction transactions, including our company. Mr. Page’s private practice included acquisition, development, leasing and sales of healthcare, retail, office, multifamily and industrial properties. He has extensive experience negotiating contracts, leases, organizational documents, real estate documents, financing documents and other agreements with national retail tenants, healthcare providers, financial institutions, municipalities, and owners of real property. Mr. Page is a graduate of the University of Wisconsin Law School, with a B.B.A. from the University of Michigan. Mr. Page retired from the United States Army Reserve in 2004 as a lieutenant colonel in the Judge Advocate General’s Corps.
|
|
|
|
Daniel M. Klein
|
|
Mr. Klein is our Senior Vice President - Deputy Chief Investment Officer, a position he has held since January 2017. From January 2016 through March 2016, he was an Executive Vice President at Healthcare Trust of America, Inc. and was responsible for growing the company's strategic relationships within its key markets and identifying new markets. From January 2010 through December 2015, Mr. Klein was employed by Welltower Inc. (formerly Health Care REIT, Inc.), most recently as a Senior Vice President and was responsible for the leadership, management, and execution of business development, origination, and investment efforts for the company's Outpatient Medical Group. From January 1994 through January 2010, Mr. Klein was co-founder and President of The Reichle Klein Group, which subsequently evolved into the Toledo affiliate office of CB Richard Ellis. Mr. Klein, in his role as Managing Director of Asset Services, was responsible for the Asset Services business line, including all aspects of business development, client relationships, execution, and administration of the company's asset services, property management, project management, and maintenance operations. From 1992 through 1993, Mr. Klein was General Counsel of Romanoff Electric Corp. From 1990 through 1992, he was an associate specializing in real estate law at Shumaker, Loop & Kendrick, LLP. Mr. Klein is a graduate of the University of Toledo College of Law, with a B.S. from the University of Virginia. Mr. Klein is a member of Urban Land Institute’s Healthcare & Life Sciences Council, the Healthcare Real Estate Insights Advisory Board, and the Advisory Board of Revista.
|
•
|
John T. Thomas
- President and Chief Executive Officer
|
•
|
Jeffrey N. Theiler
- Executive Vice President and Chief Financial Officer
|
•
|
Deeni Taylor
- Executive Vice President - Chief Investment Officer
|
•
|
Bradley D. Page
- Senior Vice President and General Counsel
|
•
|
John W. Lucey
- Senior Vice President - Chief Accounting and Administrative Officer
|
•
|
Compensation is significantly performance-based
: We provide a competitive total compensation package with payouts dependent upon the degree to which performance measures are met or exceeded. We regularly review our performance measures to ensure that they provide a balanced assessment of overall Company performance.
|
•
|
Compensation is designed to attract and retain effective leadership
: We regularly benchmark our compensation programs against the competitive market, and compare both fixed and variable compensation that is tied to short- and long-term performance goals to similar compensation of our competitors. We use the results of this analysis as context when making compensation adjustments.
|
•
|
Executive officer compensation goals are aligned with shareholder interests
: Long-term equity awards, including awards that vest based on performance over multiple years, align management’s interests with those of our shareholders. In order to emphasize long-term shareholder returns, we require significant stock ownership among executives through the use of stock ownership guidelines.
|
•
|
Link annual incentive compensation to the achievement of pre-established corporate and individual performance goals;
|
•
|
Provide our long-term compensation in the form of performance-based restricted stock units;
|
•
|
Balance short-term and long-term incentives;
|
•
|
Cap payouts for short-term and long-term incentive awards;
|
•
|
Align executive compensation with shareholder returns through long-term incentives;
|
•
|
Use appropriate peer groups when establishing compensation;
|
•
|
Maintain stock ownership guidelines;
|
•
|
Include clawback provisions in employment agreements with our NEOs and in our bonus plan;
|
•
|
Include “double-trigger” change in control provisions in employment agreements with our NEOs;
|
•
|
Conduct an annual compensation risk assessment of our compensation policies and practices; and
|
•
|
Use an independent compensation consultant.
|
•
|
Provide tax gross-ups for executive officer compensation;
|
•
|
Provide extensive perquisites to our executive officers;
|
•
|
Generally guarantee salary increases, bonuses or equity grants; and
|
•
|
Allow for “single-trigger” change in control cash payments.
|
•
|
Entered into new employment agreements with each of the NEOs;
|
•
|
Revised the 2016 peer group for benchmarking purposes in light of the Company’s larger size and substantial growth during 2015;
|
•
|
Increased base salaries to make them more competitive with the peer group median; and
|
•
|
Added an administrative expense goal to the 2016 long-term incentive award.
|
•
|
Assist with the benchmarking and analysis of the compensation for the Company’s NEOs;
|
•
|
Assist with the development and analysis of peer group companies for comparison of NEO compensation;
|
•
|
Identify the mix of compensation components for each NEO position;
|
•
|
Provide commentary and information regarding the overall executive compensation program; and
|
•
|
Provide benchmarking and information on trustee compensation.
|
•
|
Care Capital Properties, Inc.
|
•
|
Columbia Property Trust, Inc.
|
•
|
Cousins Properties Incorporated
|
•
|
EastGroup Properties, Inc.
|
•
|
Health Care Realty Trust Incorporated
|
•
|
Healthcare Trust of America, Inc.
|
•
|
LTC Properties, Inc.
|
•
|
Medical Properties Trust, Inc.
|
•
|
National Health Investors, Inc.
|
•
|
QTS Realty Trust, Inc.
|
•
|
Ramco-Gershenson Properties Trust
|
•
|
Retail Opportunity Investments Corp.
|
•
|
Sabra Health Care REIT, Inc.
|
•
|
STAG Industrial, Inc.
|
•
|
Terreno Realty Corporation
|
Officer
|
|
Fiscal 2016 Salary ($)
|
John T. Thomas
|
|
700,000
|
Jeffrey N. Theiler
|
|
450,000
|
Deeni Taylor
|
|
375,000
|
Bradley D. Page
|
|
315,000
|
John W. Lucey
|
|
300,000
|
•
|
Invested Capital
- the total gross value of REIT qualified investments made by the Company, reduced by dispositions of the same, for fiscal year
2017
;
|
•
|
Relative Total Shareholder Return
- the percentage rate of return during fiscal 2016 compared to the rate of return of other companies in the NAREIT Healthcare Index, assuming reinvestment of all dividends paid during 2016; and
|
•
|
Total Debt to Gross Asset Value
- the average of the Company’s total long-term indebtedness at each quarter end date during fiscal year
2017
, divided by the value of the Company’s total assets at each such date.
|
Weighting as % of Annual Incentive Opportunity Under Corporate Performance Goals
|
|
Corporate Performance Goals
|
|
Threshold
|
|
Target
|
|
Max
|
|
Measurement
|
25%
|
|
Invested Capital
|
|
$500
|
|
$750
|
|
$1,000
|
|
Net investment in millions
|
50%
|
|
Relative Total Shareholder Return
|
|
25%
|
|
50%
|
|
75%
|
|
Compared to NAREIT Healthcare Index
|
25%
|
|
Total Debt to Gross Asset Value
|
|
45%
|
|
35%
|
|
30%
|
|
Average of each quarter end date during 2016
|
•
|
John T. Thomas
- substantially grew the Company’s gross real estate investments, increased same store NOI and total shareholder return and maintained high occupancy rates in the portfolio;
|
•
|
Jeffrey N. Theiler
-
proactively managed the Company’s investment decisions and strategy, and led significant equity and debt capital raises;
|
•
|
Deeni Taylor
- sourced and procured additional investments, including the CHI portfolio, and enhanced the Company’s underwriting process;
|
•
|
Bradley D. Page
- led legal aspects of significant property acquisitions, oversaw legal department operations, insurance and legal risk management processes;
|
•
|
John W. Lucey
- continued the enhancement of internal controls processes, procedures and best practices, grew and managed internal accounting team and actively managed information technology processes.
|
Officer
|
|
Corporate Performance Goals
|
|
Individual Performance Goals
|
John T. Thomas
|
|
80%
|
|
20%
|
Jeffrey N. Theiler
|
|
70%
|
|
30%
|
Deeni Taylor
|
|
70%
|
|
30%
|
Bradley D. Page
|
|
60%
|
|
40%
|
John W. Lucey
|
|
60%
|
|
40%
|
Officer
|
|
|
At Threshold Achievement
|
|
At Target Achievement
|
|
At or Above Maximum Achievement
|
John T. Thomas
|
|
|
50%
|
|
100%
|
|
200%
|
Jeffrey N. Theiler
|
|
|
50%
|
|
75%
|
|
200%
|
Deeni Taylor
|
|
|
50%
|
|
75%
|
|
200%
|
Bradley D. Page
|
|
|
50%
|
|
60%
|
|
200%
|
John W. Lucey
|
|
|
50%
|
|
60%
|
|
200%
|
Officer
|
|
Fiscal 2016 Incentive Payout ($)
|
John T. Thomas
|
|
1,164,240
|
Jeffrey N. Theiler
|
|
684,000
|
Deeni Taylor
|
|
611,424
|
Bradley D. Page
|
|
449,770
|
John W. Lucey
|
|
442,320
|
•
|
Peer group compensation, including the components of compensation and the total direct compensation paid to executives of peer group companies;
|
•
|
General trends in long-term incentive and equity grants; and
|
•
|
The effect of having the NEOs receive a significant portion of their total direct compensation in equity awards to motivate and provide an incentive for these officers and to align their interests with those of our shareholders.
|
Officer
|
|
2016 Time-Based Restricted Common Shares ($)
|
|
2016 Performance-Based Restricted Stock Units Target Grant ($)
|
|
Total Target Grant ($)
|
John T. Thomas
|
|
699,997
|
|
1,043,063
|
|
1,743,060
|
Jeffrey N. Theiler
|
|
295,495
|
|
440,317
|
|
735,812
|
Deeni Taylor
|
|
289,505
|
|
431,391
|
|
720,896
|
Bradley D. Page
|
|
236,248
|
|
352,032
|
|
588,280
|
John W. Lucey
|
|
175,004
|
|
260,772
|
|
435,776
|
Measurement
|
Weighting
|
Threshold
|
Target
|
Max
|
Actual
|
Relative TSR
|
50%
|
33rd percentile
|
50th percentile
|
75th percentile +
|
99th percentile
|
Dividend Growth
|
20%
|
2%
|
3%
|
4% +
|
0.0%
|
Absolute TSR
|
10%
|
7%
|
10%
|
14% +
|
27.3%
|
Investment Grade
|
20%
|
Below investment grade
|
Investment grade
|
Investment grade plus one or more notches
|
Investment grade
|
Title
|
|
Guideline
|
Chief Executive Officer
|
|
Five times base salary
|
Other Executive Officers
|
|
Three times base salary
|
Non-Employee Trustees
|
|
Three times annual cash retainer
|
•
|
The three core principles and compensation program elements discussed above are designed to align compensation goals with the interests of our shareholders;
|
•
|
Compensation typically consists of a mix of fixed and performance-based compensation, with the performance-based compensation structured to reward both short- and long-term corporate performance;
|
•
|
The payout amounts under the short-term and long-term incentives are capped;
|
•
|
Employment agreements with NEOs as well as our Bonus Plan contain clawback provisions which generally subject compensation paid to our executives to recovery by the Company in the event of material restatements of financial results;
|
•
|
A significant portion of our NEOs’ total direct compensation is in the form of equity-based incentive awards that vest over multiple years; and
|
•
|
The Compensation Committee exercises discretion in making compensation decisions and may reduce compensation payable to our executives.
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Stock
Awards ($)(1)
|
|
Non-Equity Incentive Plan Compensation ($)(2)
|
|
All Other
Compensation ($)(3)
|
|
Total ($)
|
|||||
John T. Thomas
|
|
2016
|
|
716,154
|
|
|
1,743,060
|
|
|
1,164,240
|
|
|
35,093
|
|
|
3,658,547
|
|
President and Chief Executive Officer
|
|
2015
|
|
630,769
|
|
|
1,382,080
|
|
|
852,000
|
|
|
122,047
|
|
|
2,986,896
|
|
|
2014
|
|
504,615
|
|
|
1,128,813
|
|
|
605,431
|
|
|
94,846
|
|
|
2,333,705
|
|
|
Jeffrey N. Theiler
|
|
2016
|
|
422,000
|
|
|
735,812
|
|
|
684,000
|
|
|
62,397
|
|
|
1,904,209
|
|
Executive Vice President and Chief Financial Officer
|
|
2015
|
|
375,000
|
|
|
607,875
|
|
|
517,500
|
|
|
58,656
|
|
|
1,559,031
|
|
|
2014
|
|
143,750
|
|
|
800,000
|
|
|
345,011
|
|
|
48,222
|
|
|
1,336,983
|
|
|
Deeni Taylor (4)
|
|
2016
|
|
393,212
|
|
|
720,896
|
|
|
611,424
|
|
|
21,390
|
|
|
1,746,922
|
|
Executive Vice President - Chief Investment Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bradley D. Page (4)
|
|
2016
|
|
334,615
|
|
|
588,280
|
|
|
449,770
|
|
|
32,534
|
|
|
1,405,199
|
|
Senior Vice President and General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
John W. Lucey (5)
|
|
2016
|
|
287,115
|
|
|
435,776
|
|
|
442,320
|
|
|
19,495
|
|
|
1,184,706
|
|
Senior Vice President - Chief Accounting and Administrative Officer
|
|
2015
|
|
240,000
|
|
|
306,900
|
|
|
325,440
|
|
|
21,884
|
|
|
894,224
|
|
(1)
|
Represents the aggregate grant date fair value computed in in accordance with FASB ASC Topic 718 of awards of restricted common shares and awards of performance-based restricted stock units made to the named executive officers. Aggregate grant date fair value reported is based upon the closing price per share on the date of grant, and the amount for performance-based awards reflects the target level. The maximum number of common shares that could be issued under the
2017
performance-based restricted stock unit awards is 3 times the target number of shares, which would result in a value of $2,099,991, $886,486, $868,515, $708,743, and $525,011 to Messrs. Thomas, Theiler, Taylor, Page, and Lucey, respectively, based on the closing price per share on the date of grant.
|
(2)
|
Represents non-equity incentive plan compensation paid to the named executive officers under the Bonus Plan.
|
(3)
|
See the “All Other Compensation in
2017
” table following the Summary Compensation Table for information with respect to these amounts.
|
(4)
|
In accordance with applicable SEC rules, information for Mr. Taylor and Mr. Page is for fiscal 2016 only because Mr. Taylor and Mr. Page were not named executive officers as of December 31, 2015.
|
(5)
|
In accordance with applicable SEC rules, information for Mr. Lucey is for fiscal 2016 and 2015 only because Mr. Lucey was not a named executive officer as of December 31, 2014.
|
Name
|
|
Dividends ($)(1)
|
|
Professional Services ($)(2)
|
|
Other ($)(3)
|
|
401(k) Matching Contributions ($)(4)
|
|
Total ($)
|
|||||
John T. Thomas
|
|
19,564
|
|
|
—
|
|
|
4,929
|
|
|
10,600
|
|
|
35,093
|
|
Jeffrey N. Theiler
|
|
33,853
|
|
|
—
|
|
|
17,944
|
|
|
10,600
|
|
|
62,397
|
|
Deeni Taylor
|
|
—
|
|
|
10,000
|
|
|
790
|
|
|
10,600
|
|
|
21,390
|
|
Bradley D. Page
|
|
20,771
|
|
|
—
|
|
|
1,163
|
|
|
10,600
|
|
|
32,534
|
|
John W. Lucey
|
|
8,153
|
|
|
575
|
|
|
167
|
|
|
10,600
|
|
|
19,495
|
|
(1)
|
Represents the $0.225 per share dividends for the quarterly periods ended March 31,
2017
, June 30,
2017
, September 30,
2017
and December 31,
2017
, each of which is payable on unvested restricted common shares owned by each named executive officer, but excludes dividend equivalent rights credited to unvested performance-based restricted stock units, which were previously factored into the grant date fair value for such performance-based restricted stock units.
|
(2)
|
Represents professional expenses from certain professional advisors including tax, investment and accounting services.
|
(3)
|
Represents (i) for each named executive officer, the aggregate value of taxable gifts, (ii) for each of Messrs. Thomas, Taylor and Page, travel for the spouse to accompany the named executive officer on business trips, and (iii) for Mr. Theiler, moving expenses reimbursed to Mr. Theiler by the Company.
|
(4)
|
Represents matching contributions by us to the 401(k) plan for each of the named executive officers.
|
|
|
|
|
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards(2)
|
|
|
|
|
||||||||
Name
|
|
Grant Date
|
|
Date Grant Approved
|
|
Threshold($)
|
|
Target($)
|
|
Maximum($)
|
|
Threshold(#)
|
|
Target(#)
|
|
Maximum(#)
|
|
All Other Stock Awards: Number of Shares of Stock or Units(#)(3)
|
|
Grant Date Fair Value of Stock and Option Awards ($)(4)
|
John T. Thomas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
3/3/2016
|
|
2/25/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,615
|
|
699,997
|
|
|
3/3/2016
|
|
2/25/2016
|
|
|
|
|
|
|
|
19,808
|
|
39,615
|
|
118,845
|
|
|
|
1,043,063
|
|
|
|
|
2/25/2016
|
|
$350,000
|
|
$700,000
|
|
$1,400,000
|
|
|
|
|
|
|
|
|
|
|
Jeffrey N. Theiler
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
3/3/2016
|
|
2/25/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,723
|
|
295,495
|
|
|
3/3/2016
|
|
2/25/2016
|
|
|
|
|
|
|
|
8,362
|
|
16,723
|
|
50,169
|
|
|
|
440,317
|
|
|
|
|
2/25/2016
|
|
$225,000
|
|
$337,500
|
|
$900,000
|
|
|
|
|
|
|
|
|
|
|
Deeni Taylor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
3/3/2016
|
|
2/25/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,384
|
|
289,505
|
|
|
3/3/2016
|
|
2/25/2016
|
|
|
|
|
|
|
|
8,192
|
|
16,384
|
|
49,152
|
|
|
|
431,391
|
|
|
|
|
2/25/2016
|
|
$193,000
|
|
$289,500
|
|
$772,000
|
|
|
|
|
|
|
|
|
|
|
Bradley D. Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
3/3/2016
|
|
2/25/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,370
|
|
236,248
|
|
|
3/3/2016
|
|
2/25/2016
|
|
|
|
|
|
|
|
6,685
|
|
13,370
|
|
40,110
|
|
|
|
352,032
|
|
|
|
|
2/25/2016
|
|
$157,500
|
|
$189,000
|
|
$630,000
|
|
|
|
|
|
|
|
|
|
|
John W. Lucey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
3/3/2016
|
|
2/25/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,904
|
|
175,004
|
|
|
3/3/2016
|
|
2/25/2016
|
|
|
|
|
|
|
|
4,952
|
|
9,904
|
|
29,712
|
|
|
|
260,772
|
|
|
|
|
2/25/2016
|
|
$150,000
|
|
$180,000
|
|
$600,000
|
|
|
|
|
|
|
|
|
|
|
(1)
|
On February 25, 2016, the Compensation Committee established threshold, target and maximum cash payouts under the Company’s Bonus Plan to each of the named executive officers for 2016. Actual payout amounts under the Bonus Plan for 2016 are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The business measurements and performance goals for determining the payouts under the Bonus Plan and with respect to the awards are described in the “Compensation Discussion and Analysis” section of this proxy statement.
|
(2)
|
These columns show the threshold, target and maximum number of common shares that could be issued in connection with performance-based restricted stock units granted in
2017
under the Company’s 2013 Equity Incentive Plan to each of the named executive officers. The exact number of shares to be issued depends upon, among other things, the Company’s financial performance, as described in the “Compensation Discussion and Analysis” section of this proxy statement. Subject to continued service of the named executive officer, the shares, if any, will be issued following the performance period end date of December 31, 2018.
|
(3)
|
Represents restricted common shares granted in 2016 under the Company’s 2013 Equity Incentive Plan, which vested on March 3, 2017 and are reflected using the grant date per share price of $17.67.
|
(4)
|
Amounts set forth in this column represent the grant date fair value calculated in accordance with FASB ASC Topic 718. Performance-based restricted stock units are reflected at target value.
|
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of Shares or Units of Stock That Have Not Vested
(#)(1)(2)
|
|
Market Value of Shares or Units of Stock That Have Not Vested
($)(3)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(4)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(3)
|
||||
John T. Thomas
|
|
110,143
|
|
|
2,088,311
|
|
|
236,991
|
|
|
4,493,349
|
|
Jeffrey N. Theiler
|
|
28,519
|
|
|
540,720
|
|
|
103,335
|
|
|
1,959,232
|
|
Deeni Taylor
|
|
38,547
|
|
|
730,851
|
|
|
49,152
|
|
|
931,922
|
|
Bradley D. Page
|
|
24,971
|
|
|
473,450
|
|
|
40,110
|
|
|
760,486
|
|
John W. Lucey
|
|
16,957
|
|
|
321,505
|
|
|
56,931
|
|
|
1,079,412
|
|
(1)
|
Represents restricted common shares granted under the 2013 Equity Incentive Plan which (i) with respect to Messrs. Thomas, Theiler, Taylor, Page, and Lucey vested on March 3, 2017, (ii) with respect to Mr. Theiler, will vest on July 7, 2017 subject to continued employment with the Company on such vesting date, (iii) with respect to Mr. Taylor, will vest on October 1, 2017 and 2018 subject to continued employment with the Company on such vesting date, and (iv) with respect to Mr. Page, vested on February 2, 2017 and will vest on February 2, 2018 subject to continued employment with the Company on such vesting date.
|
(2)
|
Represents a number of performance-based restricted stock units granted to each of Messrs. Thomas and Lucey in 2014, which vested on March 3, 2017, and correspond to the number of common shares that were issued at a performance level of
190.0%
based on performance criteria over a three year performance period ending December 31, 2016.
|
(3)
|
The value is based on the $18.96 closing price per share of our common shares on December 30,
2017
.
|
(4)
|
Represents a number of performance-based restricted stock units granted (i) to each of Messrs. Thomas,Theiler, and Lucey in 2015, and (ii) to each of Messrs. Thomas, Theiler, Taylor, Page, and Lucey in 2016, which will vest, if at all, based on achievement of performance criteria over a performance period, subject to the terms of the grant. As of December 31,
2017
, actual performance for the performance-based awards was between target and maximum level; therefore, the number of common shares for these performance-based awards corresponds to the number of common shares that would be issued at the maximum performance level of 300%. The actual number of common shares, if any, to be issued and actual payout value of unvested common shares with respect to the performance-based awards will be determined based on achievement of performance criteria over a three year performance period, subject to the terms of the grant of such awards.
|
|
|
Stock Awards (1)
|
||||
Name
|
|
Number of Shares Acquired on Vesting (#)(2)
|
|
Value Realized on Vesting ($)(3)
|
||
John T. Thomas
|
|
68,366
|
|
|
1,318,069
|
|
Jeffrey N. Theiler
|
|
29,517
|
|
|
565,506
|
|
Deeni Taylor
|
|
11,082
|
|
|
238,706
|
|
Bradley D. Page
|
|
5,801
|
|
|
99,777
|
|
John W. Lucey
|
|
11,247
|
|
|
207,782
|
|
(1)
|
If a named executive officer used share withholding to satisfy the tax obligations with respect to the vesting of restricted common shares, the number of shares acquired and the value realized were less than the amounts shown.
|
(2)
|
Represents restricted common shares that vested (i) for each of Messrs. Thomas, Theiler, and Lucey in March 2016 and July 2016, (ii) for Mr. Taylor in October 2016, and (iii) for Mr. Page in February 2016.
|
(3)
|
Value realized upon vesting is based on the closing price per share of the Company’s common stock on the vesting date.
|
Executive Benefits and Payments Upon Separation or Change in Control
|
|
Qualifying Termination Change in Control ($)(1)
|
|
Termination for Cause or without Good Reason ($)
|
|
Termination without Cause or for Good Reason ($)
|
|
Termination due to Disability ($)
|
Salary
|
|
2,116,154
|
|
16,154
|
|
1,525,469
|
|
716,154
|
Bonus
|
|
3,422,240
|
|
380,240
|
|
1,134,898
|
|
380,240
|
Accelerated Vesting of Unvested Equity Compensation
|
|
5,244,450
|
|
—
|
|
5,244,450
|
|
2,251,277
|
Health Coverage
|
|
27,074
|
|
—
|
|
18,049
|
|
—
|
Other
|
|
381,848
|
|
—
|
|
381,848
|
|
—
|
Total
|
|
11,191,766
|
|
396,394
|
|
8,304,714
|
|
3,347,671
|
(1)
|
“Qualifying Termination” means termination by the Company (or its successor) without Cause or by the officer for Good Reason within 12 months following a Change in Control.
|
Executive Benefits and Payments Upon Separation or Change in Control
|
|
Qualifying Termination Change in Control ($)(1)
|
|
Termination for Cause or without Good Reason ($)
|
|
Termination without Cause or for Good Reason ($)
|
|
Termination due to Disability ($)
|
Salary
|
|
912,981
|
|
12,981
|
|
1,136,132
|
|
462,981
|
Bonus
|
|
1,441,500
|
|
204,000
|
|
765,575
|
|
204,000
|
Accelerated Vesting of Unvested Equity Compensation
|
|
2,499,952
|
|
—
|
|
2,499,952
|
|
1,205,153
|
Health Coverage
|
|
32,754
|
|
—
|
|
21,836
|
|
—
|
Other
|
|
176,797
|
|
—
|
|
176,797
|
|
—
|
Total
|
|
5,063,984
|
|
216,981
|
|
4,600,292
|
|
1,872,134
|
(1)
|
“Qualifying Termination” means termination by the Company (or its successor) without Cause or by the officer for Good Reason within 12 months following a Change in Control.
|
Executive Benefits and Payments Upon Separation or Change in Control
|
|
Qualifying Termination Change in Control ($)(1)
|
|
Termination for Cause or without Good Reason ($)
|
|
Termination without Cause or for Good Reason ($)
|
|
Termination due to Disability ($)
|
Salary
|
|
778,208
|
|
28,208
|
|
964,167
|
|
403,208
|
Bonus
|
|
911,424
|
|
199,424
|
|
667,403
|
|
199,424
|
Accelerated Vesting of Unvested Equity Compensation
|
|
1,662,773
|
|
—
|
|
1,662,773
|
|
888,933
|
Health Coverage
|
|
37,704
|
|
—
|
|
25,136
|
|
—
|
Other
|
|
21,826
|
|
—
|
|
21,826
|
|
—
|
Total
|
|
3,411,935
|
|
227,632
|
|
3,341,305
|
|
1,491,565
|
(1)
|
“Qualifying Termination” means termination by the Company (or its successor) without Cause or by the officer for Good Reason within 12 months following a Change in Control.
|
Executive Benefits and Payments Upon Separation or Change in Control
|
|
Qualifying Termination Change in Control ($)(1)
|
|
Termination for Cause or without Good Reason ($)
|
|
Termination without Cause or for Good Reason ($)
|
|
Termination due to Disability ($)
|
Salary
|
|
646,356
|
|
16,356
|
|
802,561
|
|
331,356
|
Bonus
|
|
887,770
|
|
123,770
|
|
516,873
|
|
123,770
|
Accelerated Vesting of Unvested Equity Compensation
|
|
1,233,936
|
|
—
|
|
1,233,936
|
|
602,451
|
Health Coverage
|
|
44,569
|
|
—
|
|
29,713
|
|
—
|
Other
|
|
17,810
|
|
—
|
|
17,810
|
|
—
|
Total
|
|
2,830,441
|
|
140,126
|
|
2,600,893
|
|
1,057,577
|
(1)
|
“Qualifying Termination” means termination by the Company (or its successor) without Cause or by the officer for Good Reason within 12 months following a Change in Control.
|
Executive Benefits and Payments Upon Separation or Change in Control
|
|
Qualifying Termination Change in Control ($)(1)
|
|
Termination for Cause or without Good Reason ($)
|
|
Termination without Cause or for Good Reason ($)
|
|
Termination due to Disability ($)
|
Salary
|
|
619,615
|
|
19,615
|
|
768,382
|
|
319,615
|
Bonus
|
|
922,760
|
|
132,320
|
|
506,704
|
|
132,320
|
Accelerated Vesting of Unvested Equity Compensation
|
|
1,267,192
|
|
—
|
|
1,267,192
|
|
540,897
|
Health Coverage
|
|
30,326
|
|
—
|
|
20,217
|
|
—
|
Other
|
|
66,248
|
|
—
|
|
66,248
|
|
—
|
Total
|
|
2,906,141
|
|
151,935
|
|
2,628,743
|
|
992,832
|
(1)
|
“Qualifying Termination” means termination by the Company (or its successor) without Cause or by the officer for Good Reason within 12 months following a Change in Control.
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding warrants and rights
(a) |
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(b) |
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c) |
|
||||
Equity compensation plans approved by shareholders
|
|
722,941
|
|
(1)
|
|
—
|
|
|
1,231,698
|
|
(2
|
)
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
722,941
|
|
|
|
—
|
|
|
1,231,698
|
|
|
(1)
|
Includes (i) performance-based restricted stock units at maximum level granted to our officers under the 2013 Equity Incentive Plan, which will vest, if at all, based on achievement of performance criteria over a performance period, subject to the terms of the grant, and (ii) time-based restricted stock units granted to our non-employee trustees under the 2013 Equity Incentive Plan. With the exception of performance-based rewards issued to certain officers in 2014, which are recognized at a performance level of 190.0%, performance-based restricted stock units are reflected at maximum levels for each of the awards because actual performance through
March 31, 2017
was either at maximum level or between target and maximum levels for each of the awards under the 2013 Equity Incentive Plan. With the exception of performance-based rewards issued to certain officers in 2014, the actual number of performance-based restricted stock units granted has not been determined and will be determined based on the Company’s performance over the 3-year performance periods applicable to each award.
|
(2)
|
Represents 1,006,242 common shares under the 2013 Equity Incentive Plan and 225,456 common shares under the 2015 Employee Stock Purchase Plan available for future issuance as of December 31, 2016.
|
|
|
Fees Earned or
Paid in Cash
($)(1)
|
|
Stock
Awards
($)(2)(3)
|
|
All Other
Compensation
($)(4)
|
|
Total
($)
|
||||
Tommy G. Thompson
|
|
125,000
|
|
|
150,001
|
|
|
12,956
|
|
|
287,957
|
|
Stanton D. Anderson
|
|
100,000
|
|
|
99,995
|
|
|
8,637
|
|
|
208,632
|
|
Mark A. Baumgartner
|
|
80,000
|
|
|
99,995
|
|
|
8,637
|
|
|
188,632
|
|
Albert C. Black, Jr.
|
|
80,000
|
|
|
99,995
|
|
|
8,637
|
|
|
188,632
|
|
Richard A. Weiss
|
|
60,000
|
|
|
99,995
|
|
|
8,637
|
|
|
168,632
|
|
William A. Ebinger, M.D.
|
|
60,000
|
|
|
99,995
|
|
|
8,637
|
|
|
168,632
|
|
(1)
|
Represents the cash portion of the annual board fees and chair fees.
|
(2)
|
This column represents the aggregate grant date fair value of time-based restricted stock units computed in accordance with FASB ASC Topic 718. These amounts reflect the Company’s accounting expense for these awards, and do not correspond to the actual value, if any, that will be recognized by the non-employee trustees.
|
(3)
|
Each of our non-employee trustees other than Governor Thompson received a grant of 5,659 time-based restricted stock units and Governor Thompson received a grant of 8,489 time-based restricted stock units (collectively, the “Trustee Awards”). The Trustee Awards were granted pursuant to our 2013 Equity Incentive Plan. The Trustee Awards vest in two equal installments on the first and second anniversary of the date of grant.
|
(4)
|
Represents the dollar value of the $0.225 per share dividend equivalents credited with respect to unvested time-based restricted stock units and the $0.225 per share dividends accrued on restricted common shares for the quarterly periods ended March 31,
2017
, June 30,
2017
, September 30,
2017
and December 31,
2017
, each of which is payable subject to the terms of the award.
|
•
|
questionnaires annually distributed to our trustees and executive officers; and
|
•
|
communications made directly by the related person to the principal financial officer, the principal accounting officer or, if neither are available, an officer of a similar position.
|
•
|
the size of the transaction and the amount of consideration payable to a related person;
|
•
|
the nature of the interest of the applicable related person;
|
•
|
whether the transaction may involve a conflict of interest; and
|
•
|
whether the transaction involves the provision of goods or services to us that are available from unaffiliated third parties.
|
|
Submitted by the Audit Committee
|
|
of the Board of Trustees
|
|
|
|
|
|
Stanton D. Anderson, Chairman
|
|
William A. Ebinger, M.D.
|
|
Richard A. Weiss
|
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