UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                            Filed by a party other than the Registrant  ☐

Check the appropriate box:

MEDICAL PROPERTIES TRUST, INC.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

April 28, 2022

Dear Fellow Stockholder:

I would like to thank the tens of thousands of frontline workers in Medical Properties Trust hospitals worldwide for putting their lives on the line to ensure healthcare remained available to people all around the world. Hospitals demonstrated their critical and irreplaceable value in keeping the world safe and Medical Properties Trust is proud to have supported these organizations during these unprecedented times.

Following our record year for 2020, 2021 was another remarkable year in the almost 20-year history of Medical Properties Trust. Like most of the world, our offices were closed until October 4, 2021, forcing our people to work from their homes through video calls and in any way we could to keep moving forward. Despite these challenges, we have achieved back-to-back record performance over the past two years. I cannot stress enough how proud I am of the job all of our employees around the world have done during the worst pandemic we have seen in modern times.

During 2021, we closed on approximately $3.9 billion in acquisitions across five different countries with eight different operators, four of which were new operators. We now have 53 operators that manage over approximately 440 owned facilities worldwide and with no single property representing more than 3% of our portfolio. We achieved net income per share growth of 37% and generated year-over-year industry and sector leading Normalized FFO per share growth of 11%. We finished 2021 with a total return to stockholders of 14% and continued to outperform over the long-term, generating a 73% return over the past three years, outperforming the Dow Jones U.S. Real Estate Health Care Index by 46% for the same period. Our 661% return since our IPO in 2005 outperformed the Dow Jones U.S. Real Estate Health Care Index by 341% for the same period.

Our commitment to strong corporate and social responsibility continues to play an important role in our philosophy. We recently published our inaugural Corporate Responsibility Report highlighting our ESG program and initiatives. We are dedicated to protecting our environment and enhancing the lives of our employees and the communities in which we work. In recognition of our efforts, I am pleased to report that Medical Properties Trust was named as one of the best places to work by Modern Healthcare in 2021.

We entered 2022 in a very strong financial position, well poised to rapidly capitalize on value-generating opportunities that are aligned with our proven strategy. We recently closed a transaction with Macquarie Asset Management in which Macquarie acquired a 50% interest in a portfolio of eight Massachusetts-based general acute care hospitals originally acquired by Medical Properties Trust in 2016. The transaction generated a real estate gain of approximately $600 million, further validating the business plan and the groundwork we put in place for the past 20 years.

Please find enclosed our 2022 Proxy Statement. We hope that you will attend our 2022 annual meeting of stockholders, to be held on May 26, 2022. Details of the business to be conducted at the meeting are set forth in the accompanying Proxy Statement. In the event that you are unable to attend, however, we urge you to vote by mail, phone, or Internet, as further described in this Proxy Statement.

Thank you for your continued support of our company.

Best Regards,

Edward K. Aldag, Jr.

Chairman, President and Chief Executive Officer

April 28, 2022

Attached you will find a notice of annual meeting and the Proxy Statement, which contain further information about the items to be voted on at the annual meeting and the annual meeting itself, including the different methods you can use to vote your proxy. Also enclosed are your proxy card, our 2021 Annual Report on Form 10-K, and our 2021 Annual Report to stockholders. Only stockholders of record at the close of business on March 29, 2022 are entitled to receive notice of, to attend, and to vote at the annual meeting and any adjournment thereof.

EVEN IF YOU PLAN TO ATTEND IN PERSON, YOU ARE REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE, OR VOTE YOUR PROXY BY TELEPHONE OR INTERNET, AT YOUR EARLIEST CONVENIENCE. This will not prevent you from voting your shares in person if you choose to attend the annual meeting.

Any proxy may be revoked at any time prior to its exercise at the annual meeting.

If any of your shares of common stock are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your shares voted.

By Order of the Board of Directors,

Emmett E. McLean

Executive Vice President, Chief Operating Officer,

and Secretary

How to Vote

Your vote is important. You may vote your shares if you were a stockholder of record on March 29, 2022. If you are a registered owner you may vote using any of the following methods:

If you own your shares through a bank, broker or other nominee, you should follow the voting instructions provided by your bank, broker or other nominee.

Performance Highlights

2021 reflected another remarkable year of performance where Medical Properties Trust (“MPT” or the “Company” or “we”) continued to build on our strong portfolio and execute on our expansive growth pipeline with robust acquisitions. Since 2019, MPT has experienced transformative growth under the leadership of our management team with stockholder value creation in excess of $5 billion. We are the first U.S. company of its kind to invest in hospitals globally, and we have established ourselves as a global leader in hospital real estate finance as the second largest non-governmental owner of hospitals in the world. The steady execution of our strategy and business plan continues to deliver market-leading financial performance and long-term value creation.

Proven Execution of MPT Strategy

Value-Added Transactions				Consecutive Years of Double-Digit FFO Growth						Transformative Growth
$3.9 Billion Acquisitions closed in 2021				37%		11%				28.9%
$12 Billion in Acquisitions closed since the beginning of 2019				Year-over-year growth in net income per share(1)		Year-over-year growth in Normalized Funds from Operations (“FFO”) per share(1)(3)				Fully Funded Investment CAGR since IPO
Continuous Tenant Diversification										Sustainable Future
										17.8 Years     Weighted-Average Lease and Loan Maturity

Executive Compensation Highlights

Pay-for-Performance

Our executive compensation program is designed to drive and reward performance over the long term and on an annual basis. The foundation of our program is to motivate and reward executives to execute on our business strategy tied to rigorous performance goals that ultimately result in significant value creation for our stockholders. The effectiveness of our executive compensation program is illustrated by the achievement of record performance, far surpassing our peers over the last several years, including:

We believe that our executive compensation program represents a balanced, pay-for-performance approach with only 6% of our CEO’s compensation guaranteed in the form of base salary and the majority of our equity awards (67% for our CEO) tied to the achievement of operational goals and subject to adjustment based on absolute and relative TSR performance.

Key Compensation Practices

In addition to our strong commitment to pay-for-performance, our compensation program and practices also include the following key features:

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

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

Majority of equity compensation is performance-based

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

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

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

Meaningful stockholder engagement and response to feedback

Anti-hedging and anti-pledging policies

Robust clawback policy that allows our Board of Directors (the “Board”) to recover cash and equity incentive compensation in the event of a financial restatement

Significant share ownership requirements including 6x base salary for the CEO and 4x base salary for other named executive officers (“NEOs”)

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

Strong Stockholder Support for our Executive Compensation Program   Our 2021 Say-on-Pay vote received over 95% support from our stockholders, which is consistent with our average Say-on-Pay vote results over the past five years as compared to approximately 90% in the overall REIT industry.   Our historical Say-on-Pay vote results affirm our stockholders’ consistent support for our Company’s executive compensation program. Over the past three years we have engaged with stockholders representing approximately 60% of our shares outstanding and, based on the feedback we received and our strong Say-on-Pay support in 2021, we maintained the core elements of our compensation program and made certain enhancements to reinforce our pay-for-performance
alignment. We continue to monitor and review our compensation program, engage with our stockholders and make modifications as appropriate to maintain a best-in-class compensation program.

Corporate Governance Highlights

Director Qualifications, Skills and Experience

Our Ethics, Nominating and Corporate Governance Committee has determined that each of our director nominees possesses the qualifications, skills and experience to effectively oversee the Company’s long-term business strategy.

In addition to the core competencies noted above, our Board believes that the Company will be best served by directors with a wide array of talents and perspectives to drive innovation, promote critical thinking and enhance discussion. Each of the following additional qualifications meaningfully adds to our Board’s depth. The matrix below indicates the percentage of our director nominees who possess each qualification, skill or experience.

Director Qualifications and Experience		Strategic Planning		Executive Leadership		Risk Management		REIT / Real Estate		Health Care Industry		Finance & Accounting		Investment		Legal / Regulatory
Percentage of Directors		100%		78%		100%		100%		67%		67%		78%		56%

Board Composition

We have taken meaningful steps to refresh our Board and have sought to create an effective mix of experience and diversity.

Gender		Tenure		Age

Corporate Governance Policies

We are committed to strong corporate governance and our Board has adopted robust governance practices and policies including:

Corporate Responsibility Highlights

As a global leader among healthcare real estate companies, we recognize the need for strong corporate and social responsibility, and we strive to make a positive difference through our business. Our approach to corporate responsibility includes the following principles:

For more information, please refer to the Corporate Responsibility section of this Proxy Statement on page 21 and the information provided on our website: https://medicalpropertiestrust.com/corporate-responsibility/

* Throughout this Proxy Statement, we include several references to our website or materials available on our website. The information available on, or otherwise accessible through, our website is not incorporated by reference into this Proxy Statement.

Our Bylaws provide for the election of all directors at each annual meeting of stockholders. The Board, at the recommendation of the Ethics, Nominating and Corporate Governance Committee, proposes that the nine nominees listed below, all of whom are currently serving on our Board, be elected to serve as directors until the 2023 annual meeting of stockholders or until their successors are duly elected and qualify. The Board does not know of any reason why any nominee would not be able to serve as a director. However, if any nominee were to become unable to serve as a director, the Board may designate a substitute nominee, in which case the persons named as proxies will vote for such substitute nominee at the 2023 annual meeting of stockholders. Alternatively, the Board may reduce the number of directors to be elected at the annual meeting.

Summary Information about Our Director Nominees

Director Qualifications and Experience

Director Nominees

Strategic Planning

Executive Leadership

Risk Management

REIT / Real Estate

Health Care Industry

Finance & Accounting

Investment

Legal / Regulatory

Edward K. Aldag, Jr.

X

X

X

X

X

X

X

X

G. Steven Dawson

X

X

X

X

X

X

R. Steven Hammer

X

X

X

X

X

X

X

X

Caterina A. Mozingo

X

X

X

X

X

Emily W. Murphy

X

X

X

X

X

X

Elizabeth N. Pitman

X

X

X

X

X

X

D. Paul Sparks, Jr.

X

X

X

X

X

X

Michael G. Stewart

X

X

X

X

X

X

C. Reynolds Thompson, III

X

X

X

X

X

X

X

Percentage of Directors

100

%

78

%

100

%

100

%

67

%

67

%

78

%

56

%

Director Nominees

Governance Information Regarding Our Board of Directors

Annual Election of Directors

Our Board members stand for election each year. They serve until the next annual meeting of stockholders or until their respective successors are elected and qualify, subject to their prior resignation, retirement, death, disqualification or removal from office. We do not have a classified board and our charter bars us, absent the approval of our stockholders, from adopting the Maryland Unsolicited Takeover Act, which, among other things, permits the board of directors of a Maryland corporation to classify itself without a stockholder vote. We maintain a majority vote standard and director resignation policy for uncontested director elections.

Independent Directors

A majority of our Board and each of our Audit Committee, Compensation Committee and Ethics, Nominating and Corporate Governance Committee is comprised of directors who qualify as independent under the standards of the New York Stock Exchange (“NYSE”). Each year, we affirmatively determine that each director deemed independent under NYSE standards has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). The Board has determined that seven of the director nominees—G. Steven Dawson, Caterina A. Mozingo, Emily W. Murphy, Elizabeth N. Pitman, D. Paul Sparks, Jr., Michael G. Stewart and C. Reynolds Thompson, III—have no relationship with us that would interfere with their ability to exercise independent judgment as a member of our Board, and that they otherwise qualify as “independent” under NYSE standards.

Independent Board Leadership

Two of our founders serve as members of the Board. Studies regularly show that founder-led companies outperform their peers^[i]. We are therefore fortunate not to have to rely exclusively on governance mechanisms to ensure that our Board exercises robust, effective, and independent leadership.

We preserve the benefits that founder-led companies have by maintaining our founder, Mr. Aldag, as Chairman and Chief Executive Officer. That dynamic is of particular importance in a founder-led company like ours, though we regularly review this structure and its alternatives.

We supplement our Board’s independence with a Lead Independent Director, currently Mr. Stewart, to whom the Board has given substantial powers and authorities. Our Lead Independent Director presides at all meetings of the Board at which the Chairman is not present and at all executive sessions of the independent directors. He serves as principal liaison between the Chairman and the independent directors, advising the Chairman on the quality, quantity and timeliness of the information presented to the Board. He advises the Chairman on the agendas for Board meetings and calls meetings of the independent directors, if deemed necessary or appropriate. The Lead Independent Director also oversees the annual self-evaluation of the Board. The Board can also, at its discretion, supplement the Lead Independent Director’s responsibilities.

We believe there are risks in relying exclusively on independent board chairs or lead independent directors for board independence. We therefore value—and have—strong independent committee chairs on our Board. We also believe that our founder-led culture enables robust and honest interactions from all of our Board members, each of whom brings important and diverse skill sets to their jobs. Finally, the Board completes an annual board self-evaluation process that is instituted by our Lead Independent Director and presented to the full Board.

^[i] See, Chris Zook, “Founder-Led Companies Outperform the Rest—Here’s Why” in Harvard Business Review, March 24, 2016.

Risk Oversight

Our Board plays a central role in overseeing and evaluating risks pertinent to our Company. While it is management’s responsibility to identify and manage our risk exposure on a day-to-day basis, the Board routinely discusses these risks with management and actively oversees our risk-management procedures and protocols. The Board regularly receives reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, cybersecurity and strategic risks. In addition, each of the Audit Committee, the Compensation Committee and the Ethics, Nominating and Corporate Governance Committee exercises oversight and provides guidance relating to the particular risks within the purview of each committee, as well as making periodic reports to the full Board. Our Board also oversees risk by means of the required approval by our Board for significant transactions and other decisions, including material acquisitions or dispositions of property, material capital markets transactions, significant capital improvement projects and important employment-related decisions.

Board Committees and Meetings

Our Board and its six standing committees hold regular meetings. In 2021, the Board met four times; the Audit Committee met five times; the Ethics, Nominating and Corporate Governance Committee met one time; the Compensation Committee met four times; and the Investment Committee acted by written consent in three instances. The Environmental and Social Committee and Risk Committee did not meet in 2021. In 2021, each incumbent director attended at least 75% of (i) the total number of meetings of the Board held during the period for which he or she was a director and (ii) the total number of meetings of all committees of the Board on which the director served during the periods that he or she served.

The Board regularly meets in executive session without non-independent directors present. Mr. Stewart has been designated as the Lead Independent Director and in that capacity presides at these executive sessions. Mr. Stewart may be contacted directly by stockholders at mstewart@mpt.net. Our directors are encouraged to attend our annual meeting of stockholders absent cause. All directors of the Company holding their position at the time of the meeting attended our 2021 annual meeting of stockholders.

Committees of the Board of Directors

The Board delegates certain of its functions to its standing committees.

Audit Committee

Compensation Committee

Environmental and Social Committee

Ethics, Nominating and Corporate Governance Committee

Investment Committee

Risk Committee

Governance, Ethics, and Stockholder Communications

Corporate Governance Guidelines. In furtherance of its goal of providing effective governance of the Company’s business and affairs for the long-term benefit of its stockholders, the Board has adopted Corporate Governance Guidelines. The Corporate Governance Guidelines are posted on our website at www.medicalpropertiestrust.com.

Code of Ethics and Business Conduct. The Company has adopted a Code of Ethics and Business Conduct, as approved by the Board, which applies to all directors, officers, employees, and agents of the Company and its subsidiaries. The Code of Ethics and Business Conduct is posted on our website at www.medicalpropertiestrust.com. We audit compliance with our Code of Ethics and Business Conduct Policy with each officer and employee with a questionnaire that is required to be completed annually. We intend to disclose on our website any amendment to, or waiver of, any provision of the Code of Ethics and Business Conduct applicable to our directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC or the NYSE.

Proxy Access Bylaw Provisions. In 2017, we amended our Bylaws to provide for “proxy access” for our stockholders. The proxy access provision permits a stockholder (or a group of up to 20 stockholders) that has owned at least 3% of our outstanding common stock for at least three years to nominate, and include in our proxy materials, up to the greater of two directors or 20% of the directors then in office; provided that the stockholders and the nominees satisfy the requirements specified in our Bylaws.

Stockholder and Interested Party Communications with the Board. Stockholders and all interested parties may communicate with the Board or any individual director regarding any matter that is within the responsibilities of the Board. Stockholders and interested parties should send their communications to the Board, or an individual director, c/o Secretary, Medical Properties Trust, Inc., 1000 Urban Center Drive, Suite 501, Birmingham, Alabama 35242. The Secretary will review the correspondence and forward any communication to the Board, or the individual director, if the Secretary determines that the communication deals with the functions of the Board or requires the attention of the Board or the individual director. The Secretary will maintain a log of all communications received from stockholders.

We will provide, free of charge, hard copies of our Annual Report to Stockholders, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to these reports as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Also available, free of charge, are hard copies of our Corporate Governance Guidelines and our Code of Ethics and Business Conduct along with the charters of our Ethics, Nominating and Corporate Governance Committee, our Audit Committee, and our Compensation Committee. All of these documents are also available on our website at www.medicalpropertiestrust.com.

The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to audit our financial statements for the year ending December 31, 2022. PricewaterhouseCoopers LLP served as our independent registered public accounting firm during the year that ended December 31, 2021.

Independent Auditor

The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as the independent auditor to perform the audit of our consolidated financial statements for the year ending December 31, 2022. PwC, an independent registered public accounting firm, also performed the audit of our consolidated financial statements for 2021, 2020 and 2019. The Board has approved the appointment of PwC as the Company’s independent registered public accounting firm for 2022 based on the recommendation of the Audit Committee.

Representatives of PwC are expected to participate in the 2022 annual meeting of stockholders. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from our stockholders.

The Audit Committee is directly responsible for the appointment, compensation, and oversight of our independent auditor. In addition to retaining the independent auditor to audit our consolidated financial statements, the Audit Committee may retain the independent auditor to provide other auditing services. The Audit Committee understands the need for our independent auditor to maintain objectivity and independence in its audits of our financial statements.

To help ensure the independence of the independent auditor, the Audit Committee has adopted a policy that all audit and non-audit services to be performed by its independent auditor must be approved in advance by the Audit Committee. The Audit Committee approved all services provided to us by PwC during the 2021 and 2020 calendar years.

The table below sets forth the aggregate fees billed by PwC for audit and non-audit services:

In the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees for professional services for the audit of a company’s financial statements included in the annual report on Form 10-K, for the review of a company’s financial statements included in the quarterly reports on Form 10-Q, and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements; “audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of a company’s financial statements; “tax fees” are fees for tax compliance, tax advice, and tax planning; and “all other fees” are fees for any services not included in the first three categories.

Audit Committee Report

The Audit Committee is composed of three independent directors and operates under a written charter adopted by the Board, a copy of which is available on our website. The Board has determined that each committee member is independent within the meaning of the NYSE listing standards.

Management is responsible for the Company’s accounting and financial reporting processes, including its internal control over financial reporting, and for preparing the Company’s consolidated financial statements. PwC, the Company’s independent auditor, is responsible for performing an audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and for expressing an opinion as to whether the Company’s consolidated financial statements are fairly presented in all material respects in conformity with generally accepted accounting principles in the United States of America (“GAAP”). In this context, the responsibility of the Audit Committee is to oversee the Company’s accounting and financial reporting processes and the audits of the Company’s consolidated financial statements.

In the performance of its oversight function, the Audit Committee reviewed and discussed with management and PwC the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021. Management and PwC represented to the Audit Committee that the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021, were prepared in accordance with GAAP. The Audit Committee also discussed with PwC the matters required to be discussed by the Statement of Auditing Standards No. 1301, as amended (“AS No. 1301”), as adopted by the PCAOB. AS No. 1301 sets forth requirements pertaining to the independent auditor’s communications with the Audit Committee regarding the conduct of the audit.

The Audit Committee received the written disclosures and the letter from PwC required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence (“Rule 3526”). Rule 3526 requires the independent auditor to provide written and oral communications prior to accepting an initial engagement conducted pursuant to the standards of the PCAOB and at least annually thereafter regarding all relationships between the auditor and the Company that, in the auditor’s professional judgment, may reasonably be thought to bear on independence, and to confirm that they are independent of the Company within the meaning of the securities acts administered by the SEC. The Audit Committee discussed with PwC any relationships that may impact their objectivity and independence and satisfied itself as to the firm’s independence.

The members of the Audit Committee are not professionally engaged in the practice of accounting or auditing and, as such, rely without independent verification on the information provided to them and on the representations made by management and PwC. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting processes or appropriate internal controls and procedures designed to assure compliance with the accounting standards and applicable laws and regulations. Furthermore, the reviews and discussions of the Audit Committee referred to above do not assure that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the Company’s audited consolidated financial statements are presented in accordance with GAAP, or that PwC is, in fact, independent.

Based on the Audit Committee’s review and the discussions described above, and subject to the limitations on its role and responsibilities described above and in the Audit Committee Charter, the Audit Committee recommended to the Board that the audited financial statements as of and for the year ended December 31, 2021, be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the SEC.

The foregoing report is provided by the undersigned members of the Audit Committee.

The Company asks that you indicate your support for our named executive officers’ compensation as described in the Compensation Discussion and Analysis (“CD&A”) and the accompanying tables and related disclosures beginning on page 28 of this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, is required pursuant to Section 14A of the Exchange Act. While the Say-on-Pay vote is advisory and therefore non-binding on the Company, the Board or the Compensation Committee, it gives our stockholders the opportunity to express their views on our named executive officers’ compensation. Our Board and Compensation Committee members take the views of our stockholders seriously and take these views into consideration when making executive compensation decisions. This vote is not intended to address any specific item of compensation but rather the overall compensation of our executive officers and the policies and practices described in this Proxy Statement. We conduct an annual, non-binding Say-on-Pay vote consistent with the recommendation of a majority of our stockholders expressed by vote at our 2017 annual meeting of stockholders.

The Board and the Compensation Committee will review the voting results of this advisory Say-on-Pay vote and take them into consideration when structuring future executive compensation arrangements. The affirmative vote of the holders of a majority of the shares of common stock represented in person or by proxy at the 2022 annual meeting of stockholders and entitled to vote on the proposal will be required for approval.

As we describe in further detail in the CD&A, we believe that the experience, abilities and commitment of our executive officers are unique in the business of investing in hospital real estate and are therefore critical to the long-term achievement of our investment goals. Accordingly, the primary objectives of our executive compensation program are to retain our key leaders, attract future leaders and align our executives’ long-term interest with the interests of our stockholders. The Board encourages you to carefully review the information regarding our executive compensation program contained in this Proxy Statement.

The Board of Directors believes that stock-based incentive awards can play an important role in the success of the Company by encouraging and enabling the employees, directors and consultants of the Company, MPT Operating Partnership, L.P. (the “Operating Partnership”) and their affiliates upon whose judgment, initiative and efforts the Company and the Operating Partnership largely depend for the successful conduct of their business with the ability to acquire a proprietary interest in the Company and/or the Operating Partnership. The Board believes that providing such persons with a direct stake in the Company and/or the Operating Partnership assures a closer identification of the interests of such individuals with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

On April 20, 2022, the Board of Directors adopted, subject to stockholder approval, an amendment and restatement of the Medical Properties Trust, Inc. 2019 Equity Incentive Plan (the “Plan”) to, among other things, increase the number of shares reserved under the Plan and that may be issued in the form of incentive stock options by 16,000,000 shares and modify the share recycling features of the Plan (as amended and restated, the “A&R Plan”). The A&R Plan is designed to enhance the flexibility to grant equity awards to our employees, directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. A copy of the A&R Plan is attached as Appendix B to this Proxy Statement and is incorporated herein by reference.

As of April 28, 2022, there were no stock options outstanding under our equity compensation plans. In addition, as of April 28, 2022, there were 1,202,605 unvested full value awards with time-based vesting and 4,322,957 unvested full value awards with performance-based vesting outstanding under our equity compensation plans. Other than the foregoing, no awards under our equity compensation plans were outstanding as of April 28, 2022. As of April 28, 2022, there were 3,215,065 shares of common stock available for awards under our equity compensation plans.

Summary of Material Features of the A&R Plan

The material features of the A&R Plan include:

Based solely on the closing price of our common stock as reported by the NYSE on March 29, 2022 and the maximum number of shares that would have been available for awards as of such date under the A&R Plan, the maximum aggregate market value of common stock that could potentially be issued under the A&R Plan is $621.1 million. The shares of common stock underlying any awards under the A&R Plan, the 2013 Equity Incentive Plan (the 2013 Plan”) and the Second Amended and Restated 2004 Equity Incentive Plan (the “2004 Plan” and, together with the 2013 Plan, the “Prior Plans”), that are forfeited, canceled or otherwise

terminated, other than by exercise, including shares withheld by or delivered to the Company for tax withholding obligations with respect to awards other than stock options or stock appreciation rights will be added back to the shares of common stock available for issuance under the A&R Plan. Shares (i) tendered or held back upon exercise of a stock option or stock appreciation right under the A&R Plan to cover the exercise price or tax withholding and (ii) subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right upon exercise thereof, will not be added back to the shares of common stock available for issuance under the A&R Plan. In addition, shares of common stock repurchased on the open market will not be added back to the shares of common stock available for issuance under the A&R Plan.

Rationale for Share Increase

The A&R Plan is critical to our ongoing effort to build stockholder value. Equity incentive awards are an important component of our executive and non-executive employees’ compensation. Our Compensation Committee and the Board believe that we must continue to offer a competitive equity compensation program in order to attract, retain and motivate the talented and qualified employees necessary for our continued growth and success.

We manage our long-term stockholder dilution by limiting the number of equity incentive awards granted annually. The Compensation Committee carefully monitors our annual net burn rate, total dilution and equity expense in order to maximize stockholder value by granting only the number of equity incentive awards that it believes are necessary and appropriate to attract, reward and retain our employees and directors. Our compensation philosophy reflects broad-based eligibility for equity incentive awards for high performing employees. By doing so, we link the interests of those employees and directors with those of our stockholders and motivate our employees to act as owners of the business.

In determining the number of shares by which to increase the reserve under the Plan, the Board reviewed the Compensation Committee’s recommendations, which were based on an analysis prepared by, and recommendations prepared with the assistance of, the Compensation Committee’s independent compensation consultant based on the equity plan models of proxy advisory firms. This analysis included the following:

Burn Rate

The following table sets forth information regarding historical awards granted (for time-based awards) or earned (for performance-based awards) for the three-year period of 2019 to 2021, and the corresponding adjusted burn rate, which is defined as the number of shares subject to equity awards granted (for time-based awards) or earned (for performance-based awards) in a year multiplied by

the ISS full-value award multiplier (assumed to be equal to two), divided by the weighted average number of shares of common stock outstanding or such year.

Summary of the A&R Plan

The following description of certain features of the A&R Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the A&R Plan, which is attached hereto as Appendix B.

Administration. The A&R Plan will be administered by the Compensation Committee. The Compensation Committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, to determine the type of awards, and to determine the specific terms and conditions of each award, subject to the provisions of the A&R Plan.

Eligibility; Plan Limits. All employees and non-employee directors are eligible to participate in the A&R Plan as well as consultants who provide services to the Company who qualify as consultants or advisors under Instruction A.1.(a)(1) of Form S-8 under the Securities Act of 1933, as amended. As of April 28, 2022, 135 individuals would have been eligible to participate in the A&R Plan had it been effective on such date, which includes three executive officers, 113 employees who are not executive officers, seven non-employee directors and 12 consultants. There are certain limits on the number of awards that may be granted under the A&R Plan. For example, awards with respect to no more than 5,000,000 shares of common stock may be granted to any individual in any one calendar year and no more than 28,900,000 shares of common stock may be granted in the form of incentive stock options.

Director Compensation Limit. The A&R Plan provides that the value of all awards under the A&R Plan and all other cash compensation paid by us to any non-employee director in any calendar year shall not exceed $1,000,000.

Stock Options. The A&R Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the U.S. Internal Revenue Code of 1986 (the “Code”) and (2) options that do not so qualify. Options granted under the A&R Plan will be non-qualified options if they fail to qualify as incentive options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of the Company and its subsidiaries. Non-qualified options may be granted to any persons eligible to receive incentive options and to all other eligible participants in the A&R Plan. The option exercise price of each option will be determined by the Compensation Committee. The exercise price may not be less than 100% of the fair market value of the common stock on the date of grant. Fair market value for this purpose shall be the closing price of the common stock as reported on the NYSE, or if the closing price is not reported on such date of determination, the closing price on the most recent date on which such closing price is reported. The exercise price of an option may not be reduced after the date of the option grant without stockholder approval, other than to appropriately reflect changes in our capital structure.

The term of each option will be fixed by the Compensation Committee and may not exceed ten years from the date of grant. The Compensation Committee will determine at what time or times each option may be exercised. In general, unless otherwise permitted by the Compensation Committee, no option granted under the A&R Plan is transferable by the optionee other than by will or by the laws of descent and distribution, and options may be exercised during the optionee’s lifetime only by the optionee.

Upon exercise of options, the option exercise price must be paid in full (i) in cash or by certified check, (ii) by delivery of shares of common stock having a value equal to the exercise price, (iii) by broker-assisted exercise, (iv) with respect to stock options that are not incentive stock options, by a “net exercise” arrangement, pursuant to which the number of shares issued upon exercise is reduced by a number of shares with a fair market value equal to the exercise price or (v) by any other means approved by the Compensation Committee consistent with applicable law.

To qualify as incentive options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive options that first become exercisable by a participant in any one calendar year.

Restricted Stock. The Compensation Committee may award shares of common stock to participants subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment or other service with the Company through a specified restricted period.

Restricted Stock Units. The Compensation Committee may award restricted stock units to participants. Restricted stock units are ultimately payable in the form of shares of common stock, subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment or other service with the Company through a specified vesting period.

Deferred Stock Units. The Compensation Committee may award deferred stock units to participants. Deferred stock units are ultimately payable in the form of shares of common stock, generally at a later date elected by the participant.

Stock Appreciation Rights. The Compensation Committee may award stock appreciation rights subject to such conditions and restrictions as the Compensation Committee may determine. Stock appreciation rights entitle the recipient to cash, shares of common stock or a combination thereof equal to the value of the appreciation in the stock price over the base price. The base price of a stock appreciation right that is granted in tandem with a stock option will be equal to the exercise price of such stock option and the base price of a stock appreciation right that is not granted in tandem with a stock option may not be less than 100% of the fair market value of the common stock on the date of grant.

Performance Units. The Compensation Committee may grant performance units, which entitle a participant to cash, shares of common stock or a combination of the two upon the achievement of certain performance criteria.

Other Stock-Based Awards. The Compensation Committee may grant other awards denominated or payable in, valued in whole or in part by reference to, or otherwise based upon or related to common stock or other equity interests of the Company or the Operating Partnership.

Adjustments for Stock Dividends, Stock Splits, etc. The Compensation Committee shall make appropriate adjustments to the number of shares of common stock that are subject to the A&R Plan and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.

Change in Control Provisions. The A&R Plan provides that upon the effectiveness of a merger, consolidation, split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of common stock or other securities of the Company, the Compensation Committee may provide for any one or more of the following: (i) cash out of awards, (ii) the replacement of awards with other rights or property, (iii) that awards may not be exercised after such event, (iv) the exercisability of awards for a specified period of time prior to such event, (v) the assumption or substitution of such awards, (vi) appropriate adjustments to awards or (vii) acceleration or forfeiture of awards.

Tax Withholding. Participants in the A&R Plan are responsible for the payment of any federal, state or local taxes that we are required by law to withhold upon the exercise of options or stock appreciation rights or vesting or settlement of other awards. The Compensation Committee may require awards to be subject to mandatory share withholding up to the required withholding amount. The Compensation Committee may also require the tax withholding obligation to be satisfied by a sell to cover arrangement.

Amendments and Termination. The Board of Directors may at any time amend, suspend or terminate the A&R Plan and the Board or Compensation Committee may at any time amend outstanding awards; provided, however, no such action may adversely affect any rights under any outstanding award without the participant’s consent. To the extent required under the rules of the NYSE, any amendments that materially change the terms of the A&R Plan will be subject to approval by our stockholders. Amendments shall also be subject to approval by our stockholders if and to the extent determined by the Compensation Committee to be required by the Code to preserve the qualified status of incentive options.

Effective Date of A&R Plan. The A&R Plan was approved by our Board of Directors on April 20, 2022. Awards of incentive options may be granted under the A&R Plan until ten years from the date of Board approval. No other awards may be granted under the A&R Plan after the date that is ten years from the date of stockholder approval.

New Plan Benefits

Because the grant of awards under the A&R Plan is within the discretion of the Compensation Committee, we cannot determine the dollar value or number of shares of common stock that will in the future be received by or allocated to any participant in the A&R

Plan. Accordingly, in lieu of providing information regarding benefits that will be received under the A&R Plan, the following table provides information concerning the shares that were granted to the following persons and groups during 2021: each named executive officer; all current executive officers, as a group; all current directors who are not executive officers, as a group; and all current employees who are not executive officers, as a group.

Tax Aspects Under the Code

The following is a summary of the principal federal income tax consequences of certain transactions under the A&R Plan. It does not describe all federal tax consequences under the A&R Plan, nor does it describe state or local tax consequences.

Incentive Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive option. If shares of common stock issued to an optionee pursuant to the exercise of an incentive option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then (i) upon sale of such shares, any amount realized in excess of the exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) we will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

If shares of common stock acquired upon the exercise of an incentive option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of common stock at exercise (or, if less, the amount realized on a sale of such shares of common stock) over the exercise price thereof, and (ii) we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive option is paid by tendering shares of common stock.

If an incentive option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

Non-Qualified Options. No income is realized by the optionee at the time a non-qualified option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the exercise price and the fair market value of the shares of common stock on the date of exercise, and we receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of common stock have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares of common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

Other Awards. We generally will be entitled to a tax deduction in connection with other awards under the A&R Plan in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize such tax at the time that an award is exercised, vests or becomes non-forfeitable, unless the award provides for a further deferral.

Parachute Payments. The vesting of any portion of an award that is accelerated due to the occurrence of a change in control may cause a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible by us, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

We are a leading global provider of real estate capital to hospitals, and the second-largest non-governmental owner of hospitals in the world. We are unique among REITs due to our exclusive focus on investing in hospital real estate. Our hospitals and our tenant operators provided high quality care to millions of patients in the United States and abroad in 2021. Domestically, this included approximately 500,000 admissions, nearly two million emergency room visits and 300,000 surgeries.

Environmental Sustainability

We recognize the importance of environmental stewardship, and we demonstrate this through initiatives in our corporate operations, development projects and, to the extent possible, our triple-net or absolute-net lease properties. Materially, all of our leases are triple-net or absolute-net leases, which means our tenants have ultimate responsibility for deciding when and how to implement environmentally sustainable practices at the hospitals they operate. However, we communicate regularly with our tenants regarding sustainability matters and their importance.

Therefore, our environmental sustainability initiatives focus on environmental improvements to our corporate operations, environmental risk management in our development projects, and dialoguing with our tenants to better understand the environmental impact of our facilities. We also work closely with third parties to conduct physical inspections of our facilities. We recognize that our facilities generate waste and use energy, which results in greenhouse gas emissions, and that these actions have an impact on the environment.

Corporate Operations

Our commitment to environmental protection and sustainability is confirmed in our Company-wide environmental policy, which can be found on our website: https://medicalpropertiestrust.com/corporate-responsibility/.

Our employee-led Green Team strives to drive environmental performance improvements across all aspects of our business. Additionally, in 2021, we established the Environmental and Social Committee, a new standing committee of the Board, to drive further environmental performance improvements across all aspects of our business. The responsibilities of the Environmental and Social Committee include, among others, advising management with respect to the development, implementation and continuous improvement of ESG programs, policies and practices. To ensure that management is appropriately incentivized to continuously drive ESG improvements, we have incorporated ESG performance into our executive compensation program beginning in 2020.

Additionally, in an effort to measure the environmental impact of our corporate operations, we have begun tracking our Scope 1, 2 and 3 greenhouse gas emissions. In 2021, we produced the following emissions (measured in metric tons of CO₂ equivalent):

The above data does not include our hospital portfolio, as the vast majority of our hospitals are leased on an absolute net basis. As a result, we do not exercise control over our tenants’ energy usage and emissions. Scope 2 data reported above only contemplates domestic operations, which for these purposes we estimate to comprise more than 80% of our Scope 2 emissions. Scope 3 data includes emissions from business travel.

We are investing in opportunities to reduce the carbon footprint of our corporate operations. We are in the process of developing a new corporate headquarters in Birmingham, Alabama that we expect to be LEED Platinum certified. Additionally, our new corporate office in New York City is projected to be LEED Gold certified, and the first WELL certified commercial building in New York City.

This progress has been made possible by an enhanced prioritization of sustainability efforts within our Company culture. The Green Team regularly works with environmental experts to strengthen our sustainability regimen, from the way we think about our corporate offices and business travel to the way we communicate with our tenants.

Tenant Relationships

Key to our ability to deliver sector-leading growth are the deep, strategic relationships we establish with our tenants. Materially all of our leases are triple-net or absolute-net leases, which means our tenants have ultimate responsibility for deciding when and how to implement environmentally sustainable practices at the hospitals they operate.

We actively engage with tenants regarding the environmental sustainability of their properties and operations.

We undertake due diligence on new investments and evaluate environmental risks associated with real estate investment transactions. In the event that our due diligence uncovers environmental contamination, we and our tenants work to mitigate any issues through:

Climate Change Risk

We also consider climate change related risks to our business. Extreme weather and changes in precipitation and temperature as a result of climate change could cause physical damage to, or a change in demand for, our properties. To mitigate these risks, we plan to collaborate with our tenants and other relevant stakeholders.

MPT acknowledges the risks of climate change. We recognize that our assets are vulnerable to climate related risks.

Our Communities

We provide financial and volunteer support for private and public non-profit programs aimed at improving the communities in which we operate and public health in general. Our efforts are coordinated by our employee-led Charity and Community Support Committee.

We contributed to over 200 charitable organizations in 2021

Human Capital Management

For more information, please go to the Responsibility section of our website: https://medicalpropertiestrust.com/corporate-responsibility/

Executive Summary

Our Unique Business Model

Medical Properties Trust is a multi-faceted global organization that acquires and develops healthcare facilities and leases the facilities to healthcare operating companies under long-term net leases. We are the first U.S. company of its kind to invest in hospitals globally with approximately $22 billion invested around the world on a pro forma basis⁽¹⁾, as of December 31, 2021. Our diversified geographic footprint spans ten countries and 32 states in the U.S. We are at the forefront of our industry as the global leader in hospital real estate finance, providing crucial financing to our hospital operators, and unlocking significant value to fund critical growth in a vital industry. This sets us apart from most equity REITs, both in the healthcare and broader REIT sectors, and in order to successfully execute our strategy and effectively manage our complex operations, our executives require expertise both within the real estate industry and the medical industry. Furthermore, our expansive global operations add a unique layer of complexity that requires specialized knowledge and understanding of distinct international markets to successfully execute transactions and operations around the world.

2021 Performance Highlights

2021 reflected another remarkable year of performance for MPT following our record year in 2020. We continued to execute our expansive growth pipeline on a global level while generating significant value to our stockholders.

Financial Performance

Total Stockholder Return Performance

Cumulative 5-Year TSR Growth

(Value of $100 invested in 2016)

Dividend per Share Growth

3.8% CAGR since 2012

Stockholder Engagement

Stockholder support for our Say-on-Pay proposal continues to be strong. Over 95% of the shares present and entitled to vote at our 2021 Annual Meeting were cast in favor of the 2021 Say-on-Pay proposal. Average Say-on-Pay support over the past five years is approximately 95%, with over 92% support in each year, exceeding overall support in the REIT industry.   Proactive engagement and transparency. Our history of Say-on-Pay results is indicative of our stockholders’ support and approval of our executive compensation program. Our stockholders continue to affirm their positive support and feedback for our program and, accordingly, we maintained the core elements of our compensation program but continued to make enhancements to further maintain our strong governance standards.
We actively engage with our stockholders in person and telephonically to ensure that they are fully informed about our executive compensation policies. In the past three years, we have held discussions with stockholders representing approximately 60% of our shares outstanding.

Evolution of Our Compensation Program and Governance. We have made consistent progress in developing a compensation program that is aligned with best market and governance practices. The importance of stockholder engagement is evidenced by the meaningful enhancements we have made over the years:

Compensation Philosophy, Design and Process

Our executive compensation program is designed to attract and retain high caliber executives capable of managing our unique business model with expertise in real estate, healthcare, international and financing operations. The foundation of our program was designed to motivate and reward executives to execute on our business strategy tied to rigorous performance goals that ultimately result in significant value created for our stockholders. In the years following, we have made several enhancements but maintained the core elements of our program. The effectiveness of our executive compensation program is illustrated by the achievement of record performance – far surpassing our peers – over the past several years:

Additionally, we believe that our current executive compensation program represents a balanced and strategically aligned pay-for-performance program as demonstrated by the following:

Our Executive Compensation Process

Role of the Compensation Committee

Pursuant to its charter, the Compensation Committee is responsible for designing our executive compensation plans, establishing compensation levels, and measuring the performance of our NEOs. The Compensation Committee, which consists of three independent directors, is responsible for the review and approval of all aspects of our executive compensation program. Among other duties, the Compensation Committee is responsible for the following:

In order to assist the Compensation Committee to design, establish and monitor our executive compensation plans, the Compensation Committee has engaged an independent executive compensation consultant, as described below.

Peer Group Data

We use peer group data to ensure that our compensation program remains both appropriate and competitive in relation to those companies with whom we most directly compete for talent and business opportunities, among other things. Constructing an appropriate peer group requires various considerations as no single company or industry fully captures the scope of our operations. In particular, the complexities faced by our Company as a result of our global operations and the expertise required of our executives given our specialized assets presents a unique challenge in developing an appropriate peer group.

On an annual basis, we review our peer group to ensure the overall composite reflects an appropriate competitor set. Accordingly, we reviewed our peer group based on the following criteria:

In 2020, we refined our peer group identification methodology to include only REITs, with a focus on strategic peers that better reflect the uniqueness of our business, growth initiatives and global operations. For 2021, the Compensation Committee carefully reviewed the peer group with its independent compensation consultant to ensure that it continued to reflect, on a blended basis, our unique dynamics while taking into account our significant growth and M&A activity.

The approved peer group for 2021 includes the following companies (ranked by total capitalization) and Medical Properties Trust is slightly above median of the peer group based on total capitalization: