Dear Fellow Stockholder:

While 2022 was in some ways a challenging year, MPT’s fundamentals remained strong as the Company continued to execute its business plan to grow earnings and reallocate capital. We closed over $1 billion in new investments in 2022 and grew net income and Normalized Funds from Operations (“Normalized FFO”) by an average of 34% and 25%, respectively, since the beginning of 2020. Our 2022 Return on Equity (“ROE”) based on net income was 10.59%, and our ROE based on Normalized FFO was 11.25%.

Our commitment to strong corporate and social responsibility continues to evolve and improve. We recently published our second Corporate Responsibility Report highlighting our Environmental, Social, and Governance (“ESG”) program and initiatives. We are dedicated to reducing the environmental impact of our operations, to being socially responsible to the communities in which we operate and to fostering an inclusive culture that allows all our employees to develop. I am also very proud that MPT was recognized by Modern Healthcare as one of the best places to work.

We entered 2023 in a very strong financial position, well poised to rapidly capitalize on value-generative opportunities that are aligned with our proven strategy. We remain committed to hospitals that are critical to their local healthcare ecosystem. As the healthcare landscape changes, our hospitals will remain at the very heart of healthcare, and we will be there to support them and the communities in which they operate.

Proxy Summary

$1.1 Billion

New Investments closed in 2022

34%

25%

26.9%

$13 Billion in New Investments closed

since the beginning of 2019

Net Income Compound

Annual Growth Rate

(“CAGR”) since the

beginning of 2020

Normalized Funds from

Operations CAGR

since the beginning of

2020⁽¹⁾

Fully Funded Investment

CAGR since IPO

17.6 Years

Weighted-Average

Lease and Loan Maturity

Refer to Appendix A for our definition of FFO and Normalized FFO and a reconciliation of net income to FFO and Normalized FFO.

As of December 31, 2022.

Our largest tenant concentration was 19.8% as of December 31, 2022 on a total adjusted gross asset basis. Refer to Appendix A for our definition of total adjusted gross assets and a reconciliation of total assets to total adjusted gross assets.

Healthcare Index represents the Dow Jones Real Estate Healthcare Index.

Proxy Summary

Consistent long-term growth in earnings as illustrated by our consistent growth in Normalized FFO⁽¹⁾ over the past several years

Even though our executives achieved important operational and financial goals, significant portions of their 2022 compensation were reduced because the Company’s TSR did not meet the goals set out by the Compensation Committee

The value to our executives of the equity awards granted as part of their compensation in 2022 was reduced based on the decrease in the market price of our shares, directly aligning our executives with our stockholders.

Refer to Appendix A for our definition of FFO and Normalized FFO and a reconciliation of net income to FFO and Normalized FFO.

Alignment with our business plan, which is built on accretive transactions 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 2022 Say-on-Pay vote received over 92% support from our stockholders, which is consistent with our historical support, which has been above 90% since 2016. Our average Say-on-Pay vote results over the past seven years is nearly 95% as compared to approximately 91% in the overall Real Estate Investment Trust (“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 a majority of our shares outstanding and, based on the feedback we received and our strong Say-on-Pay support in 2022, we maintained the core elements of our compensation program and made certain enhancements to reinforce our pay-for-performance alignment. We

Proxy Summary

Director Qualifications and Experience

Percentage of Directors

Proxy Summary

Environmental Sustainability

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

Joined the National Association of Real Estate Investment Trusts’ (“Nareit”) Real Estate Sustainability Council

Became a member of the U.S. Green Building Council (USGBC)

Completed CDP (formerly, the Carbon Disclosure Project) Climate Change Questionnaire

Executed Green Lease Provisions into 8% of our portfolio and incorporated green provisions into our standard lease

Recognized as a Green Lease Leader by the Institute for Market Transformation and the Department of Energy’s Better Buildings Alliance

Began collecting greenhouse gas emissions data from our tenant-operated hospitals

Continued and accelerated the process of collection and benchmarking our corporate emissions

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

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

Our People

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

As of April 2023, 42% of all MPT employees are female and 44% of all MPT employees report to a female manager or director

Strengthened our Company-wide policies related to human rights, and health and safety

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

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

Social Responsibility

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

Joined Nareit’s Social Responsibility Council

Created a Charity and Community Support Committee through which we support health, social, educational and community organizations

Contributed to over 200 different nonprofit and community-based organizations in 2022

Director Qualifications and Experience

 Edward K. Aldag, Jr.

 G. Steven Dawson

 R. Steven Hamner

 Caterina A. Mozingo

 Emily W. Murphy

 Elizabeth N. Pitman

 D. Paul Sparks, Jr.

 Michael G. Stewart

 C. Reynolds Thompson, III

 Percentage of Directors

Proposal 1: Election of Directors

Edward K. Aldag, Jr.

Director since: 2004

Founder, Chairman, Chief Executive Officer, and President

Age: 59

Committees:

Investment (Chair)

Environmental and Social

Risk

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

Mr. Aldag launched our Company in 2003 as the nation’s only REIT focusing exclusively on hospitals. Today, Medical Properties Trust is the established leader in the hospital REIT sector, with 444 facilities across the United States, Western Europe, South America, and Australia. Under Mr. Aldag’s leadership, MPT’s assets have grown to approximately $20 billion, and the Company has become the second largest U.S. based owner of hospital beds, with approximately 44,000 in its portfolio.

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

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

G. Steven

Dawson

Director since: 2004

Independent Director

Age: 65

Committees:

Audit (Chair)

Investment

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

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

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

Proposal 1: Election of Directors

R. Steven

Hamner

Director since: 2005

Founder, Executive Vice President, and Chief
Financial Officer

Age: 66

Committees:

Investment

Risk

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

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

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

Caterina A.

Mozingo

Director since: 2020

Independent Director

Age: 55

Committees:

Environmental and Social (Chair)

Risk

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

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

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

Proposal 1: Election of Directors

Emily W.

Murphy

Director since: 2022

Independent Director

Age: 49

Committees:

Ethics, Nominating and Corporate Governance

Environmental and Social

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

Ms. Murphy is a leading expert in government contracting and government business. She served as Administrator of the U.S. General Services Administration (“GSA”) from 2017 to 2021, leading a workforce of more than 11,000 federal employees and overseeing 371 million square feet of office space and $75 billion in annual contracts. During her time as GSA Administrator, she had ultimate supervisory authority of the Office of High-Performance Green Buildings, as established in 42 U.S. Code § 17092. She was a member of the Federal Acquisitions Security Committee, which dealt with risk management around IT and the IT supply chain. Under her leadership, GSA significantly increased its sales and revenues, saved customer agencies more than $20 billion and recorded the highest customer, vendor, and employee satisfaction scores in the history of the agency.

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

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

She currently serves as Senior Fellow with the Center for Government Contracting at George Mason University’s School of Business. She works as a coach for high growth businesses with CEO Coaching International and serves on the Board of Advisors for SkillStorm and Vita Inclinata.

Elizabeth N.

Pitman

Director since: 2018

Independent Director

Age: 59

Committees:

Ethics, Nominating and Corporate Governance (Chair)

Risk (Chair)

Environmental and Social

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

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

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

Proposal 1: Election of Directors

D. Paul

Sparks, Jr.

Director since: 2014

Independent Director

Age: 60

Committees:

Audit

Compensation

Investment

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

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

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

Michael G.

Stewart

Director since: 2016

Lead Independent Director

Age: 67

Committees:

Compensation

Environmental and Social

Ethics, Nominating and Corporate Governance

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

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

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

Proposal 1: Election of Directors

C. Reynolds

Thompson, III

Director since: 2016

Independent Director

Age: 60

Committees:

Compensation (Chair)

Audit

Investment

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

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

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

Proposal 1: Election of Directors

Proposal 1: Election of Directors

G. Steven Dawson

Chairman

D. Paul Sparks, Jr.

C. Reynolds Thompson, III

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

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

Proposal 1: Election of Directors

C. Reynolds Thompson, III

Chairman

Michael G. Stewart

D. Paul Sparks, Jr.

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

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

In 2022, the Compensation Committee engaged Gressle & McGinley, a nationally recognized compensation consultant. Gressle & McGinley assisted the Compensation Committee in determining the amount and form of executive compensation. The Compensation Committee also considered information presented by Gressle & McGinley when reviewing the appropriate types and levels of compensation for the Company’s non-employee director compensation program. Information concerning the nature and scope of Gressle & McGinley’s assignments and related disclosure is included in “Compensation Discussion and Analysis” beginning on page 19 of this Proxy Statement. The Compensation Committee has assessed the independence of Gressle & McGinley, as required under the NYSE listing rules. The Compensation Committee has also considered and assessed all relevant factors including, but not limited to, those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that could give rise to a potential conflict of interest. Based on this review, the Compensation Committee has determined that Gressle & McGinley is independent and that their work has not raised any conflicts of interest.

Caterina A. Mozingo

Chairman

Edward K. Aldag, Jr.

Elizabeth N. Pitman

Michael G. Stewart

Emily W. Murphy

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

Proposal 1: Election of Directors

Elizabeth N. Pitman

Chairman

Emily W. Murphy

Michael G. Stewart

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

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

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

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

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

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

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

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

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

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

Edward K. Aldag, Jr.

Chairman

G. Steven Dawson

R. Steven Hamner

D. Paul Sparks, Jr.

C. Reynolds Thompson, III

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

Proposal 1: Election of Directors

Elizabeth N. Pitman

Chairman

Edward K. Aldag, Jr.

Caterina A. Mozingo

R. Steven Hamner

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

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Total

Proposal 2: Ratification of Independent Registered Public Accounting Firm

Corporate Responsibility

◆   As of April 2023, we are a team of approximately 124 professionals, and we are committed to providing a challenging and dynamic work environment and to supporting professional and personal growth and development needs.

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

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

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

Competitive Employee Benefits

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

401(k) Plan with employer matching

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

Reimbursement for concierge physician

Employee Assistance Program at no cost to employee

Open, collaborative workspaces

Paid parental leave

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

Additional paid time off day annually for charitable work

Incremental coverage for fertility assistance

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

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

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

As in the prior two years, we issued an anonymous, independent employee engagement survey and in 2022, we received a 95% response rate, that covered topics such as company culture, work environment, training and development, and overall job satisfaction. The results of the surveys are presented to management and to the Board and used to assess potential human capital risks and identify opportunities for deeper employee engagement. Such surveys are valuable indicators, and in 2023, we issued another survey and may continue to use them to help manage human capital going forward.

We were ranked among the best places to work in healthcare in Modern Healthcare’s Best Places to Work 2022, a premier award program in the top U.S. healthcare news publication.

Corporate Responsibility

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

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

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

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

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

No Increase to Annual Target Pay

Significant Decline in Equity Value

Decrease in 2022 Cash Bonus Payouts

0%

For All NEOs Since 2020 and
No Increases for 2023

-$25 Million

-17%

Refer to Appendix A for our definition of total adjusted gross assets and a reconciliation of total assets to total adjusted gross assets.

On February 16, 2023, Emmett E. McLean notified the Board of Directors of his intent to retire as Executive Vice President, Chief Operating Officer, and Secretary of the Company, effective September 1, 2023.

Compensation Discussion and Analysis

Sustained outperformance building on strong financial performance in 2021 and positioning of our portfolio over the past several years, including the following achievements:

Value-Added Transactions

Steady Earnings Growth

over the Past Three Years

Sustainable Future

$1.1 Billion

new investments
closed in 2022
worldwide

$13 Billion new
investments closed since
the beginning of 2019

17.6 Years

Weighted-Average
Lease and Loan Maturity

Double-digit year-over-year growth in net income of 37.6% in 2022, with an approximate 34% cumulative annual growth rate since the beginning of 2020

Steady growth in Normalized FFO⁽¹⁾ over the past three years, with an approximate 25% cumulative annual growth rate since the beginning of 2020

Continued to improve tenant diversification with no single property representing more than 3% of our overall portfolio

Steady dividend growth with 10 consecutive years of dividend increases that continued in 2022, with 3.6% year-over-year growth

Refer to Appendix A for our definition of FFO and Normalized FFO and a reconciliation of net income to FFO and Normalized FFO.

Our largest tenant concentration was 19.8% as of December 31, 2022 on a total adjusted gross asset basis. Refer to Appendix A for our definition of total adjusted gross assets and a reconciliation of total assets to total adjusted gross assets.

As of December 31, 2022.

Compensation Discussion and Analysis

Our sustained payment of well-covered cash dividends has resulted in exceptional relative value to shareholders in the face of 2022’s global inflation and interest rate spikes

$4.32 billion in cumulative dividends paid since IPO

Medical Properties Trust

Dow Jones U.S. Real Estate Health Care

S&P Global REIT

Compensation Discussion and Analysis

Our stockholders have continuously and strongly approved our executive compensation plans. Over 92% of the shares present and entitled to vote at our 2022 annual meeting of stockholders were cast in favor of the 2022 Say-on-Pay proposal. Support for our Say-on-Pay proposal has exceeded 90% in each of the past seven years, with average support of nearly 95% over this period as compared 91% support for all REITs.

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 improve 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 the majority of our shares outstanding.

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

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

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

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

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

Compensation Discussion and Analysis

Compensation and Governance Evolution

2018 and Prior

›  Streamlined annual cash incentive measures and clarified rationale for metrics

›  Adopted anti-hedging and anti-pledging policies for NEOs, directors and employees

›  Implemented a clawback policy that applies to both cash and equity compensation

›  Established executive stock ownership guidelines, including a minimum of 6x base salary for the CEO

›  Committed to eliminate multi-year evergreen, single-trigger change of control and excise tax gross-up provisions from future employment agreements (no such provisions have been included in Company contracts since 2003)

2019

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

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

›  Established an employee-led Green Team

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

2020

›  Increased the performance-based equity portion to represent two-thirds of the target long-term incentive value

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

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

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

›  Diversified our Board with one additional female director who is also Latina and a native of Costa Rica

2021 - 2023

›  Continued to achieve market leading Say-on-Pay support, including 92.3% in 2022 as compared to 88.7% for all other REITs

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

›  Demonstrated our commitment to Board refreshment and diversity with the addition of one additional female director (female directors now represent 33% of the Board, up from 25%)

›  No increases to target compensation for any of our NEOs despite the significant increase in our size and the complexity of our business

›  Streamlined CD&A disclosure to enhance pay transparency

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

Compensation Discussion and Analysis

Accretive new investments of over $13 billion since the beginning of 2019

Net income of $902.6 million, representing 37.6% year-over-year growth in 2022

10 consecutive years of dividend growth per share

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

The variable components of our compensation program specifically include rigorous performance goals meant to motivate management to execute our business plan tied to accretive growth, strategic financing and raising efficient capital. In our long-term program, our 2022 goals required meaningful growth in terms of FFO per share, EBITDA and acquisitions while also decreasing compensation based on the relative and absolute TSR performance in 2022.

The majority of our equity awards (approximately two-thirds for all NEOs) are at-risk performance-based stock awards earned based on the achievement of operational goals and subject to adjustment based on both absolute and relative TSR, with the remainder in the form of time-based stock awards that are subject to the same stock price fluctuations as our stockholders. This approach reflects our understanding that our investors value equity-based compensation to align our executives’ interests with those of our stockholders. In 2022, because of the one-year TSR performance that negatively impacted our stockholders, our NEOs’ compensation was also adjusted negatively.

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

Compensation Discussion and Analysis

Provides independent oversight and approval with respect to executive compensation matters

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

Provide additional information as requested by the Compensation Committee

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

Assists with peer group selection and analysis

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

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

Reviews and advises on recommendations, plan design and measures

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

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

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

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

Compensation Discussion and Analysis

Continuity: Sensitivity to peer group continuity to ensure that peer group results are comparable year-over-year and are not arbitrarily adjusted for short-term changes in peer dynamics

Size: REITs within an appropriate size range relative to our Company, in terms of total capitalization and ensuring the Company is at the approximate median or above the overall peer set. For 2022, the size range was slightly expanded to account for significant market volatility in the REIT sector and ranged from 0.3x to 3.0x (as compared to 0.4x to 2.5x in 2021). No new companies were added as a result of this change, but it allowed for peer group continuity

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

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

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

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

Compensation Discussion and Analysis

Welltower Inc.

$47,373

Health Care REIT

◆

◆

◆

◆

◆

SBA Communications Corporation (REIT)

$46,466

Specialty REIT

◆

◆

◆

Alexandria Real Estate Equities, Inc.

$38,477

Office REIT

◆

◆

◆

◆

Ventas, Inc.

$30,746

Health Care REIT

◆

◆

◆

Boston Properties, Inc.

$27,669

Office REIT

◆

◆

Iron Mountain Incorporated

$27,577

Specialty REIT

◆

◆

◆

◆

Healthpeak Properties, Inc.

$20,910

Health Care REIT

◆

◆

◆

◆

Gaming and Leisure Properties, Inc.

$20,160

Casino REIT

◆

◆

◆

    Medical Properties Trust, Inc.

$16,139

Health Care REIT

◆

◆

◆

◆

◆

Vornado Realty Trust

$15,004

Office REIT

◆

◆

Healthcare Realty Trust Incorporated⁽²⁾

$13,245

Health Care REIT

◆

◆

◆

Omega Healthcare Investors, Inc.

$12,028

Health Care REIT

◆

◆

◆

◆

SL Green Realty Corp.

$9,282

Office REIT

◆

◆

Kilroy Realty Corporation

$8,944

Office REIT

◆

◆

Douglas Emmett, Inc.

$8,441

Office REIT

◆

◆

Hudson Pacific Properties, Inc.

$7,244

Office REIT

◆

◆

◆

JBG SMITH Properties

$4,882

Diversified REIT

◆

◆

All financial data in $ millions per S&P Capital IQ Pro as of December 31, 2022.

Based on the selection criteria above, Healthcare Trust of America, Inc. was removed and replaced with Healthcare Realty Trust Incorporated (the post-Merger entity).