No fee required.
April 15, 2020
Our Board of Directors has fixed the close of business on March 27, 20175, 2020 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. Record holders of shares of ourthe Company’s common stock, par value $0.01 per share, at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting.
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i
The Annual Meeting will be held on May 25, 2017, commencing at 1:00 p.m. (local time) at The Core Club, located at 66 E. 55th Street, New York, NY 10022.
AtMeeting. To make this information easier to understand, we have presented some of the Annual Meeting,information in a question-and-answer format.
A: We sent you this Proxy Statement and the enclosed proxy card because our |
The Board of Directors does not know of any matters that may be consideredis soliciting your proxy to vote your shares at the Annual MeetingMeeting. This Proxy Statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and is designed to assist you in voting. You can access this Proxy Statement and the other thanproxy materials at www.proxyvote.com/HTI.
The record date for the determination of holders of shares of ourstock of another person who could not attend a meeting. The term “proxy” also refers to the proxy card or other method of appointing a proxy. When you submit your proxy, you are appointing Edward M. Weil, Jr. and Katie P. Kurtz, each of whom are executive officers of the Company, as your proxies, and you are giving them permission to vote your shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at the Annual Meeting.
Each share
You may
For those stockholders with Internet access, we
Shares represented by valid proxies will be voted at the Annual Meeting in accordance with the directions given.
The Board of Directors does not intend to present,our named executive officers and has no information indicating that others will present, any business at the Annual Meeting other than as set forthvoted “THREE YEARS” in the attached Noticenon-binding vote regarding the frequency of Annual Meetingfuture non-binding advisory votes on executive compensation. With respect to any other proposals to be voted on, your shares of Stockholders. However,Common Stock will be voted in the discretion of Mr. Weil and Ms. Kurtz, or either of them.
mind?
A: | • | Proposal No. 1 — Election of Directors. There is no cumulative voting in the election of our directors. The election of each of our nominees for director requires the affirmative vote of a plurality of all of the votes cast at a meeting at which a quorum is present, in person via webcast or by proxy. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. |
There is no cumulative voting in the election of our directors. Each director is elected by theleast a majority of all the total votes cast for a nomineeon the proposal at a meeting at which a quorum is present. Each share
A “broker non-vote” occurs when a broker who holds shares for the beneficial owneryear ending December 31, 2020, (3) “FOR” the non-binding advisory resolution regarding the executive compensation for our named executive officers, and (4) “THREE YEARS” in the non-binding vote regarding the frequency of future non-binding advisory votes on executive compensation.
None of the proposals, if approved, entitle stockholders to appraisal rights under Maryland law or the Company’s charter (the “Charter”).
The presencebusiness at the Annual Meeting or any postponement or adjournment thereof other than as set forth in person or representedthe attached Notice of Annual Meeting of Stockholders. However, if other matters requiring the vote of our stockholders properly come before the Annual Meeting, it is the intention of the persons named in the proxy card to vote the proxies held by proxy,them in their discretion.
We are soliciting thethis proxy on behalf of the Board of Directors, and wesolicitation?
services, all of which will be paid by us. We will request banks, brokers, custodians, nominees, fiduciaries and other record holders to forward copies ofIs this Proxy Statement the only way that proxies are being solicited?
As the date of thefor this year’s Annual Meeting, approaches, certain stockholders whose votes have not yet been received may receive a telephone call from a representativeincluding this Proxy Statement, form of Broadridge. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. The Board of Directors believes that these procedures are reasonably designed to ensure that both the identity of the stockholder casting the vote and the voting instructions of the stockholder are accurately determined.
In all cases where a telephonic proxy is solicited, the call is recorded and the Broadridge representative is required to confirm each stockholder’s full name, address and zip code, and to confirm that the stockholder has received the proxy materials. If the stockholder is a corporation or other entity, the Broadridge representative is required to confirm that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to Broadridge, then the Broadridge representative has the responsibility to explain the process, read the proposal listed on the proxy card, and ask forannual report to stockholders, at the stockholder’s instructionsfollowing website: www.proxyvote.com/HTI.
card or voting instruction form?
Please call Broadridge, our proxy solicitor, at (855) 973-0096.
In order for a stockholder proposal to be properly submitted for presentation at our 2018 annual meeting and included in the proxy materials for next year’s annual meeting, we must receive written notice of the proposal at our executive offices during the period beginning on October 30, 2017 and ending at 5:00 p.m. Eastern Time on November 29, 2017. Any proposal received after the applicable time in the previous sentence will be considered untimely. All proposals must contain the information specified in, and otherwise comply with, our bylaws. Proposals should be sent via registered, certified or express mail to: Healthcare Trust, Inc., 405 Park Avenue, 14th Floor, New York, New York 10022, Attention: Katie P. Kurtz, Chief Financial Officer, Treasurer and Secretary. For additional information, see “Stockholder Proposals for the 2018 Annual Meeting.”
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The
The proxy holder named on the proxy card intends to vote “FOR” the election of each of the five nominees. If you do not wish your shares to be voted for any particular nominee, please identify the exception(s) in the designated space provided on the proxy card or, if you are authorizing a proxy to vote your shares by telephone or the Internet, follow the instructions provided when you authorize a proxy. Each director is elected by the majority of the total votes cast for a nominee at a meeting at which a quorum is present.
We know of no reason why any nominee will be unable to serve if elected. If, at the time of the Annual Meeting, one or more of the nominees should become unable to serve, shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees designated by the Board of Directors. No proxy will be voted for a greater number of persons than the number of nominees described in this Proxy Statement.
Executive Officers
Directors with Terms expiring at the Annual Meeting/Nominees | | | Class | | | Age | | | Position | | | Director Since | | | Current Term Expires | | | Expiration of Term For Which Nominated | |
Leslie D. Michelson | | | III | | | 69 | | | Non-Executive Chairman; Audit Committee Chair | | | 2015 | | | 2020 | | | 2023 | |
Edward M. Weil, Jr. | | | III | | | 53 | | | Chief Executive Officer, President and Director | | | 2016 | | | 2020 | | | 2023 | |
Continuing Directors | | ||||||||||||||||||
Lee M. Elman | | | I | | | 83 | | | Independent Director | | | 2016 | | | 2021 | | | — | |
B.J. Penn | | | I | | | 81 | | | Independent Director | | | 2019 | | | 2021 | | | — | |
Edward G. Rendell | | | II | | | 76 | | | Independent Director | | | 2015 | | | 2022 | | | — | |
Elizabeth K. Tuppeny | | | II | | | 59 | | | Independent Director; Nominating and Corporate Governance Committee Chair | | | 2013 | | | 2022 | | | — | |
Executive Officers (not listed above) | | ||||||||||||||||||
Katie P. Kurtz | | | N/A | | | 40 | | | Chief Financial Officer, Secretary and Treasurer | | | N/A | | | N/A | | | N/A | |
AFIN property manager from their formation in January 2013 until November 2014, and served as a director of AFIN from January 2013 to September 2014. Mr. Weil has served as a director of Global Net Lease, Inc. (“GNL”) since January 2017, and previously served as an executive officer of GNL, the GNL advisor and the GNL property manager from their respective formations in July 2011, July 2011 and January 2012, until October 2014, and previously served as a director of GNL from May 2012 until September 2014.
Mr. Weil previously served in leadership positions at multiple REITs and other entities advised by affiliates of AR Global, including: as chairman, chief executive officer, president of American Realty Capital Healthcare Trust III, Inc. (“HT III”) until its liquidation and dissolution in March 2019; as executive chairman of American Realty Capital Global Trust II, Inc. (“Global II”) from November 2015 until the close ofDecember 2016, when Global II’s mergerII merged with GNL, in December 2016, and previously served as an executive officer of Global II, the Global II advisor and the Global II property manager from their respective formations in April 2014 until October 2014. Mr. Weil previously served as a director of Business Development Corporation of America (“BDCA”), an entity which was previously advised by an affiliate of AR Global, from December 2015BDCA until November 2016, when BDCA’s external advisor was acquired by Benefit Street Partners, L.L.C. Mr. Weil previously served; as chief executive officer, president and chairman of American Realty Capital — Retail Centers of America, Inc. (“RCA”) and the RCA advisor from December 2015 until the close of RCA’sits merger with AFIN in February 2017, and previously served as an executive officer of RCA and the RCA advisor from their formation in July 2010 and May 2010, respectively, until November 2014. Mr. Weil previously served2017; as a trustee of American Real Estate Income Fund from May 2012 until its liquidation in August 2016. Mr. Weil previously served2016; as a trustee of Realty Capital Income Funds Trust,RCIFT, a family of mutual funds, advised by an affiliate of AR Global, from April 2013 until its dissolution in January 2017.
Mr. Weil served as an executive officer of American Realty Capital Trust, Inc. (“ARCT”), the ARCT advisor and the ARCT property manager from their formation in August 2007 through March 2012. Mr. Weil served as an executive officer of New York REIT, Inc. (“NYRT”), the NYRT property manager and the NYRT advisor from their formation in October 2009 until November 2014. Mr. Weil served as an executive officer of American Realty Capital Healthcare Trust, Inc. (“HT”), the HT advisor and the HT property manager from their formation in August 2010 until January 2015 when HT closed its merger with Ventas, Inc. Mr. Weil served as a director of American Realty Capital Trust III, Inc. (“ARCT III”) beginning in February 20122017; and as an executive officer of ARCT III, the ARCT III advisor and the ARCT III property manager from their formation in October 2010 until the close of ARCT III’s merger with VEREIT, Inc., formerly known as American Realty Capital Properties, Inc. (“VEREIT”) in February 2013. Mr. Weil served as a director of VEREIT from March 2012 until June 2014. Mr. Weil also served as an executive officer of VEREIT from its formation in December 2010 until February 2013. Mr. Weil served as an executive officer of American Realty Capital Daily Net Asset Value Trust, Inc. (“DNAV”), the DNAV advisor and the DNAV property manager from their formation in September 2010 until November 2014, as a director of DNAV from September 2010 until August 2014, and again as an executive officer of DNAV from November 2015during multiple periods until its dissolution and liquidation in April 2016. Mr. Weil served as an executive officer of American Realty Capital Trust IV, Inc. (“ARCT IV”), the ARCT IV advisor and the ARCT IV property manager from their formation in February 2012 and as a director of ARCT IV from January 2014, in each case until the close of ARCT IV’s merger with VEREIT in January 2014. Mr. Weil served as an executive officer of Realty Finance Trust, Inc. (now known as Benefit Street Partners Realty Trust, Inc.) (“RFT”) and the RFT advisor from November 2012 until January 2013. Mr. Weil served as an executive officer of the Phillips Edison Grocery Center REIT II, Inc. advisor from July 2013 until October 2014. Mr. Weil has served as a member of the board of directors of the sub-property manager of American Realty Capital Hospitality Trust, Inc. from August 2013 until November 2014. Mr. Weil served as chief executive officer and president of the general partner of American Energy Capital Partners — Energy Recovery Program, LP from its formation in October 2013 until November 2014. Mr. Weil previouslyalso served as chairman of Realty Capital Securities, LLC (“RCS”) from September 2013 until November 2015 and was the interim chief executive officer of RCS from May 2014 until September 2014 and the chief executive officer of RCS from December 2010 until September 2013. Mr. Weil served as a director of RCS Capital Corporation (“RCAP”), the parent company of RCS, from February 2013 until December 2015 and served as an executive officer of RCAP from February 2013 until November 2015, including chief executive officer from September 2014 until November 2015. RCAP filed for Chapter 11 bankruptcy in January 2016. Mr. Weil previously served as an executive officer of American Realty
Capital — Retail Centers of America II, Inc. (“RCA II”) and the RCA II advisor from April 2014 until November 2014. Mr. Weil served on the board of trustees of United Development Funding Income Fund V until October 2014.
Mr. Weil was formerly the senior vice president of sales and leasing for American Financial Realty Trust, (“AFRT”) from April 2004 to October 2006, where he was responsible for the disposition and leasing activity for a 33 million square foot portfolio of properties. Under the direction of Mr. Weil his department wasalso previously served on the sole contributorboard of directors of the Real Estate Investment Securities Association (now known as ADISA) from 2012 to 2014, including as its president in the increase of occupancy and portfolio revenue through the sales of over 200 properties and the leasing of over 2.2 million square feet, averaging 325,000 square feet of newly executed leases per quarter. After working at AFRT, from October 2006 to May 2007, Mr. Weil was managing director of Milestone Partners Limited and prior to joining AFRT, from 1987 to April 2004, Mr. Weil was president of Plymouth Pump & Systems Co.2013. Mr. Weil attended George Washington University. Mr. Weil holds FINRA Series 7, 24 and 63 licenses.
We believe
Leslie D. Michelson
Mr. Michelson previously served as an independent director of RCA from November 2015 until the close of RCA’s merger with AFIN in February 2017, and previously served as an independent director of RCA from March 2012 until October 2012. Mr. Michelson previously served as an independent director of Business Development Corporation of America II (“BDCA II”) from August 2014 until its liquidation and dissolution in September 2016 and as an independent trustee of Realty Capital Income Funds Trust, a family of mutual funds advised by an affiliate of AR Global, from April 2013 until its dissolution in January 2017. Mr. Michelson previouslyPenn served as an independent director of HT III from January 2011August 2014 until July 2012its dissolution and as lead independent directorliquidation in March 2019 following the completion of HT from July 2012 until January 2015 when HT closedthe sale of substantially all its merger with Ventas, Inc.assets to the Company. Mr. MichelsonPenn served as an independent director of ARCTAmerican Realty Capital-Retail Centers of America II, Inc. from January 2008, including as lead independent director from July 2012,August 2014 until the close of ARCT’s merger with Realty Income Corporationits dissolution and liquidation in January 2013.2016. Mr. Michelson alsoPenn served as an independent director of VEREITAmerican Realty Capital New York City REIT II, Inc. from October 2012February 2015 until Aprilits dissolution and liquidation in December 2015. Mr. Michelson also served as an independent director of BDCA Venture, Inc. from June 2014 until June 2015. Mr. Michelson served as lead independent director of RFT from January 2013 until
November 2014. Mr. Michelson served as an independent director of DNAV from August 2011 until February 2012 and as an independent director of NYRT from October 2009 until August 2011.
Since April 2007, Mr. MichelsonPenn has served as the chairmanpresident of Penn Construction Group, Inc., a company that provides design/engineering, construction solutions and project management services, since January 2010, and has served as president and chief executive officer of Private Health Management,Genesis IV, LLC, a company which assists corporate employeesthat provides consulting services in the areas of cyber procurement and their dependents, families and individuals obtain the best medical care. Mr. Michelson has served as a member of the Board of Advisors for the UCLA Fielding School of Public Healthsystems acquisition, since October 2013. He has served as a director of Druggability Technologies Holdings Ltd., a proprietary pharmaceutical product business dedicated to2010. Mr. Penn is the development and commercialization of high-value pharmaceutical products, since April 2013. He has served as founder and chief executive officer of Michelson on Medicine, LLC since January 2011. Mr. Michelson served as vice chairman and chief executive officer of the Prostate Cancer Foundation, the world’s largest private source of prostate cancer research funding, from 2002 until 2006 and served on its board of directors from 2002 until 2013. Mr. Michelson served on the board of directors of Catellus Development Corp. (“Catellus”), from 1997 until 2004 when the company was sold to ProLogis. Mr. Michelson was a member of the audit committee of the board of directors of Catellus for five yearsSpectra Systems Corporation, is a trustee emeritus at the George Washington University and served at various times asserves on the chairmanboards of the audit committeeNational Trust for the Humanities and the compensation committee. From 2001 to 2002,Naval Historic Foundation. Mr. Penn previously served as Acting Secretary of the Navy and as Assistant Secretary (Installations and Environment) of the Navy where he was an investor in,responsible for managing Navy and served as an advisor or directorMarine Corps real property, housing and other facilities totaling 72,500 buildings and 4,484,000 acres. Mr. Penn earned a Masters of a portfolio of entrepreneurial healthcare, technology and real estate companies. From 2000 to 2001, he served as chief executive officer and as a director of Acurian, Inc., an Internet company that accelerates clinical trials for new prescription drugs. From 1998 to 1999, Mr. Michelson served as chairman and co-chief executive officer of Protocare, Inc., a manager of clinical trials forScience from the pharmaceutical industry and disease management firm. From 1988 to 1998, he served as chairman and chief executive officer of Value Health Sciences, Inc., an applied health services research firm he co-founded. Mr. Michelson served as a director of Nastech Pharmaceutical Company Inc., a NASDAQ-traded biotechnology company focused on innovative drug delivery technology, from 2004 to 2008, of Highlands Acquisition Company, an AMEX-traded special purpose acquisition company, from 2007 to 2009, of G&L Realty Corp., a NYSE-traded medical office building REIT from 1995 to 2001, and of Landmark Imaging, a privately held diagnostic imaging and treatment company, from 2007 to 2010. Also since 2004, he has served as a director of ALS-TDI, a philanthropy dedicated to curing Amyotrophic Lateral Sclerosis, commonly known as Lou Gehrig’s disease. Mr. Michelson received his B.A. from The Johns HopkinsGeorge Washington University in 1973 and a J.D.Bachelor of Science from Yale Law School in 1976.
We believePurdue University.
Gov.
Gov. Rendellhas also worked on several real estate transactions as an attorney in private practice. An Army veteran, Gov.Governor Rendell holds a B.A. from the University of Pennsylvania and a J.D. from Villanova Law School.
We believe
We believe
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF EDWARD
The Board of Directors is responsible for the management and control of our business and operations. Our current executive officers are employees of affiliates of the Advisor. We have no employees and have retained the Advisor to manage our day-to-day operations. The Advisor is under common control with AR Global. Mr. Weil, one of our directors, is the chief executive officer of AR Global and has a non-controlling interest in the parent of AR Global.
The Board of Directors held a total of 22 meetings and took action by written consent on four occasions during the year ended December 31, 2016. All directors and nominees attended 92% of the total number of meetings while they were a member of the Board of Directors. Two of our directors at the time of the 2016 annual stockholders’ meeting attended the 2016 annual stockholders’ meeting. We encourage all directors and director nominees to attend our annual meetings of stockholders.
The Board of Directors has approved and organized an audit committee and a nominating and corporate governance committee. In addition to functions typically performed by a nominating and corporate governance committee, the nominating and corporate governance committee also performs the functions typically associated with a compensation committee and as well as reviewing any conflicts of interest brought to the committee’s attention.
Leslie D. Michelson currently serves as the non-executive chair of the Board. W. Todd Jensen serves as our interim chief executive officer and president. As interim chief executive officer and president Mr. Jensen is responsible for our operations and business strategy. The Board believes that its leadership structure, which separates the non-executive chair and chief executive officer roles, is appropriate at this time in light of the inherent difference between the two roles. This division of authority and responsibilities also allows our chief executive officer to focus his time on our daily operations and our non-executive chair to focus his time on organizing the work of the Board and presiding over meetings of the Board. The Board of Directors may modify this structure to best address our circumstances for the benefit of our stockholders when appropriate.
We believe that having a majority of independent, experienced directors, including having an independent director serve as our non-executive chair, provides the right leadership structure and corporate governance structure for the Company and is best for the Company and its stockholders at this time. In addition, our bylaws require our Board of Directors to be comprised of a majority of independent directors. Mr. Michelson, in his capacity as non-executive chair of the Board, presides over any executive sessions of the independent directors.
The Board of Directors has an active role in overseeing the management of risks applicable to the Company. The entire Board is actively involved in overseeing risk management for the Company through its approval of all property acquisitions and incurrence and assumption of debt and its oversight of the Company’s executive officers and the Advisor. The nominating and corporate governance committee reviews and approves all transactions with parties affiliated with our Advisor or AR Global and resolves other conflicts of interest between the Company and its subsidiaries, on the one hand, and, any director, the Advisor or AR Global or their respective affiliates, on the other hand. The audit committee oversees management of accounting, financial, legal and regulatory risks.
Our audit committee is comprised of Mr. Elman, Mr. Michelson, Gov. Rendell and Ms. Tuppeny, each of whom is “independent” within the meaning of the applicable requirements set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable SEC rules. Mr. Michelson is the chair of our audit committee. Our audit committee held eight meetings during the year ended December 31, 2016. Members of the audit committee attended 100% of the total number of meetings of the audit committee while they were a member of the audit committee. The charter of the audit committee is available to any stockholder who sends a request to Healthcare Trust, Inc., 405 Park Avenue, 14th Floor, New York, NY 10022 and is also available on the Company’s website atwww.healthcaretrustinc.com by clicking on “Investor
Relations — Corporate Governance — Audit Committee Charter.” The Board has determined that Mr. Michelson is qualified as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the rules and regulations of the SEC and is an independent director.
The audit committee, in performing its duties, monitors:
The audit committee’s report on our financial statements for the year ended December 31, 2016 is discussed below under the heading “Audit Committee Report.”
Our nominating and corporate governance committee is comprised of Mr. Elman, Mr. Michelson, Gov. Rendell and Ms. Tuppeny, each of whom is an independent director. Ms. Tuppeny serves as the chair of the nominating and corporate governance committee. Our nominating and corporate governance committee held seven meetings during the year ended December 31, 2016. Members of the nominating and corporate governance committee attended 95% of the total number of meetings of the nominating and corporate governance committee while they were a member of the nominating and corporate governance committee. The charter of the nominating and corporate governance committee is available to any stockholder who sends a request to Healthcare Trust, Inc., 405 Park Avenue, 14th Floor, New York, NY 10022 and is also available on the Company’s website atwww.healthcaretrustinc.com by clicking on “Investor Relations — Corporate Governance — Nominating and Corporate Governance Committee Charter.” In addition to being independent directors, all of the members of our nominating and corporate governance committee are “non-employee directors” within the meaning of the rules of Section 16 of the Exchange Act and “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.
The principal functions of the nominating and corporate governance committee are to:
The Board of Directors believes that diversity is an important attribute of the members who comprise our Board of Directors and that the members should represent an array of backgrounds and experiences. In making its determinations, the Board reviews the appropriate experience, skills and characteristics required of directors in the context of our business. This review includes, in the context of the perceived needs of the Board at that time, issues of knowledge, experience, judgment and skills relating to the understanding of the real estate industry, accounting or financial expertise. This review also includes the candidate’s ability to attend regular Board meetings in person or by phone and to devote a sufficient amount of time and effort in preparation for such meetings. The Board also gives consideration to the Board having a diverse and appropriate mix of backgrounds and skills and each nominee’s ability to exercise independence of thought, objective perspective and mature judgment and understand our business operations and objectives.
The Board of Directors will consider candidates nominated by stockholders provided that the stockholder submitting a nomination has complied with procedures set forth in the bylaws. See “Stockholder Proposals for the 2018 Annual Meeting” for additional information regarding stockholder nominations of director candidates.
The nominating and corporate governance committee has determined that all our transactions with our Advisor, AR Global and their respective affiliates during the year ended December 31, 2016 were fair and were approved in accordance with the applicable Company policies.
The Board of Directors has considered the independence of each director and nominee for election as a director in accordance with the elements of independence set forth in the listing standards of the New York Stock Exchange (the “NYSE”) even though our shares are not listed on the NYSE. Based upon information provided by each nominee, the Board of Directors has affirmatively determined that Mr. Elman, Mr. Michelson, Gov. Rendell and Ms. Tuppeny are independent and do not have any material relationships with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) other than as a director of the Company and are “independent” within the meaning of the NYSE’s director independence standards, as currently in effect. Our Board of Directors has determined that each of the four independent directors satisfy the elements of independence in listing standards of the NYSE. There are no familial relationships between any of our directors and executive officers.
Any interested parties (including the Company’s stockholders) may communicate with the Board of Directors by sending written communications addressed to such person or persons in care of Healthcare Trust, Inc., 405 Park Avenue, 14th Floor, New York, New York 10022, Attention: Secretary. The Secretary will deliver all appropriate communications to the Board of Directors no later than the next regularly scheduled meeting of the Board of Directors. If the Board of Directors modifies this process, the revised process will be posted on the Company’s website,www.healthcaretrustinc.com.
We have no employees. Our Advisor performs our day-to-day management functions. Our current executive officers, Mr. W. Todd Jensen and Ms. Katie P. Kurtz are both employees of affiliates of the Advisor. We neither compensate our executive officers, nor do we reimburse either our Advisor or our property manager, Healthcare Trust Properties, LLC (the “Property Manager”) for any compensation paid to individuals who also serve as our executive officers, or the executive officers of our Advisor, our Property Manager or their respective affiliates. As a result, we do not have, and our Board has not considered, a compensation policy or program for our executive officers and has not included in this Proxy Statement a “Compensation Discussion and Analysis,” a report with respect to executive compensation, a non-binding stockholder advisory vote on compensation of executives or a non-binding stockholder advisory vote on the frequency of the stockholder vote on executive compensation. See “Certain Relationships and Related Transactions” below for a discussion of fees and expense reimbursements payable to the Advisor and its affiliates and the Property Manager.
The following table presents certain information as of the date of this Proxy Statement concerning each of our directors and executive officers serving in such capacity:
W. Todd Jensen has served as interim chief executive officer of the Company, the Advisor and the Property Manager since March 2016 and as president of the Company, the Advisor and the Property Manager since December 2015. He has also served as chief investment officer of the Advisor since its formation in October 2012. Previously, from October 2012 until December 2015, Mr. Jensen served as chief investment officer of the Company and as executive vice president of the Company, the Advisor and the Property Manager. Mr. Jensen has served as president of HT III, the HT III advisor and the HT III property manager since December 2015 and as interim chief executive officer of HT III, the HT advisor and the HT III property manager since March 2016. He has also served as chief investment officer of the HT III advisor since its formation in April 2014. Previously, from April 2014 until December 2015, Mr. Jensen served as chief investment officer of HT III and as executive vice president of HT III, the HT III advisor and the HT III property manager. Mr. Jensen also previously served as the executive vice president and chief investment officer of HT, the HT advisor and the HT property manager from February 2011 until January 2015 when HT closed its merger with Ventas, Inc. Mr. Jensen has almost 25 years of experience in the financing and development of commercial real estate, with more than 20 of those years focused exclusively on the development, leasing and capitalization of healthcare-related real estate. Mr. Jensen worked for The DASCO Companies, as a consultant from December 2008 to January 2009 and as senior vice president from January 2009 to February 2011, focusing on helping to grow its healthcare-related real estate development business. From August 2003 to September 2008, Mr. Jensen served as senior vice president for Lauth Property Group and started, grew and managed its Healthcare Group. Mr. Jensen received a B.A. in Economics and Mathematics from Kalamazoo College and an MBA from University of Pennsylvania’s Wharton School.
Katie P. Kurtz has served as the chief financial officer, treasurer and secretary of the Company, the Advisor and the Property Manager since December 2015. Ms. Kurtz has served as the chief financial officer and treasurer of NYCR, the NYCR advisor and the NYCR property manager from October 2017 to September 2019. She served as chief financial officer, treasurer and secretary of HT III, the HT III advisor and the HT III property manager from December 2015 until HT III liquidated and dissolved in
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||||||||
Edward M. Weil, Jr., President and Chief Executive Officer | | | | | 2019 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Katie P. Kurtz, Treasurer and Chief Financial Officer | | | | | 2019 | | | | | $ | 159,025(1) | | | | | $ | 332,506(1) | | | | | $ | — | | | | | $ | 11,166(2) | | | | | $ | 502,697 | | |
| | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All directors also receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors and its committees.
Pursuant In addition, since April 2017 our non-executive chairman has received a monthly retainer of $25,000, and our independent directors have approved the continued payment of this monthly retainer through December 2020.
underlying restricted shares.
In either of the above cases, we will reimburse, to the extent not otherwise reimbursed, an independent director’s reasonable expenses associated with attendance at suchattending external seminar, conference, panel, forumseminars, conferences, panels, forums or other industry-related event.events. An independent director cannot be paid or reimbursed for attendance atattending a single external seminar, conference, panel, forum or other industry-related event by us and another company for which he or she is a director.
Name | | | Fees Paid in Cash ($) | | | Stock Awards ($)(1) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($)(2) | | | Total Compensation ($) | | |||||||||||||||||||||
Edward M. Weil, Jr. | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Leslie D. Michelson | | | | $ | 431,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 205,432 | | | | | $ | 636,682 | | |
Lee M. Elman | | | | $ | 75,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 17,014 | | | | | $ | 92,014 | | |
Edward G. Rendell | | | | $ | 72,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 17,406 | | | | | $ | 89,906 | | |
B.J. Penn | | | | $ | 28,250 | | | | | $ | 262,500 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 5,897 | | | | | $ | 290,750 | | |
Elizabeth K. Tuppeny | | | | $ | 72,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 17,485 | | | | | $ | 89,985 | | |
Name | Fees Paid in Cash ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(2) ($) | Total Compensation ($) | |||||||||||||||||||||
Lee M. Elman | — | (3) | 30,000 | (4) | — | — | — | — | 30,000 | |||||||||||||||||||
Robert J. Froehlich | 134,500 | (5) | — | — | — | — | 5,659 | 140,159 | ||||||||||||||||||||
Leslie D. Michelson | 192,021 | (6) | 30,000 | (7) | — | — | — | 2,289 | 224,310 | |||||||||||||||||||
Randolph C. Read | 401,646 | (8) | 30,000 | (9) | — | — | — | 6,118 | 437,764 | |||||||||||||||||||
Edward G. Rendell | 179,250 | (10) | 30,000 | (11) | — | — | — | 2,289 | 211,539 | |||||||||||||||||||
Elizabeth K. Tuppeny | 198,000 | (12) | 30,000 | (13) | — | — | — | 7,560 | 235,560 | |||||||||||||||||||
Edward M. Weil, Jr. | — | — | — | — | — | — | — |
RSP.
The following table sets forth information regarding securities authorized for issuance under the RSP as of December 31, 2016:
Beneficial Owner(1) | | | Number of Shares Beneficially Owned | | | Percent of Class | | ||||||
Edward M. Weil, Jr.(2) | | | | | — | | | | | — | | | |
Katie P. Kurtz | | | | | — | | | | | ||||
| — | ||||||||||||
Leslie D. Michelson(3) | | | | | 302,695 | | | | | | * | | |
Lee M. Elman(4) | | | 26,347 | | | | | | * | | | ||
B.J. Penn(5) | | | 15,000 | | | | | | * | | | ||
Edward G. Rendell(6) | | | 26,780 | | | | | | * | | | ||
Elizabeth K. Tuppeny(6) | | | 30,427 | | | | | | * | | | ||
All directors and executive officers as a group (seven persons) | | | | 401,249 | | |
| | * | |
W. Todd Jensen,
Our
On January 14, 2015, the Company purchased the Specialty Hospital portfolio from American Realty Capital Healthcare Trust, Inc. (“HT”) for a contract purchase price of $39.4 million. At the time
The limited partnershipcontrol with AR Global.
On February 17, 2017, the members of a special committee of the Board unanimously approved certain amendments to the Amended and Restated Advisory Agreement, as amended, dated June 26, 2015, (the “Original A&R Advisory Agreement”), by and among the Company, the OP and the Advisor (the “Second A&R Advisory Agreement”). The Second A&R Advisory Agreement became effective on February 17, 2017.manages our day-to-day operations. The initial term of the Second A&R Advisory Agreement is ten years beginningadvisory agreement ends on February 17, 2017,2027, and is automatically renewable for another ten-year term upon each ten-year anniversary unless the agreement is terminated (1) with notice of an election not to renew at least 365 days prior to the applicable tenth anniversary, (2) in accordance with a changeChange of Control (as defined in controlthe advisory agreement) or a transition to self-management, (3) by 67% of the independent directors of the Board of Directors withfor cause, without penalty, with 45 days’ notice or (4) with 60 days prior written notice by the Advisor for (a) a failure to obtain a satisfactory agreement for any successor to the Company to assume and agree to perform obligations under the Second A&R Advisory Agreementadvisory agreement or (b) any material breach of the Second A&R Advisory Agreementadvisory agreement of any nature whatsoever by the Company.
Until March 31, 2015 under the
When approved by the Board, the Class B Units were issued to the Advisor quarterly in arrears pursuant to the terms of the limited partnership agreement of the OP. The number of Class B Units issued in any quarter was equal to: (1) the excess of (A) the product of (y) the cost of assets multiplied by (z) 0.1875% over (B) any amounts payable as an oversight fee (as described below) for such calendar quarter; divided by (2) the value of one share of Common Stock as of the last day of such calendar quarter, which was equal
initially to $22.50 (the IPO price minus the selling commissions and dealer manager fees). The value of issued Class B Units will be determined and expensed when the Company deems the achievement of the performance condition to be probable. As of December 31, 2016, the Company cannot determine the probability of achieving the performance condition. The Advisor receives distributions on vested and unvested Class B Units equal to the distribution rate received on the Company’s Common Stock. Such distributions on issued Class B Units are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss until 2 the performance condition is considered probable to occur. As of December 31, 2016, the Board had approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement.
On May 12, 2015, the Company, the OP and the Advisor entered into an amendment to the then-current advisory agreement, which, among other things, provided that the Company would cease causing the OP to issue Class B Units in the OP to the Advisor or its assignees related to any period ending after March 31, 2015.
Effective April 1, 2015, the Company began paying an asset management fee to the Advisor or its assignees as compensation for services rendered in connection with the management of the Company’s assets. The asset management fee was payable on the first business day of each month in the amount of 0.0625% multiplied by the lesser of (a) cost of assets or (b) fair value of assets for the preceding monthly period. The asset management fee was payable to the Advisor or its assignees in cash, in shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor. For the purposes of the payment of any fees in shares (a) prior to the time the Board determined the Company’s Estimated Per-Share NAV (“NAV Pricing Date”), each share was valued at $22.50 and (b) after the NAV Pricing Date, and prior to any listing on a national securities exchange, if it occurs, each share was valued at the then-current Estimated Per-Share NAV. On April 7, 2016, the Company established an Estimated Per-Share NAV of $22.27 as of December 31, 2015. For the years ended December 31, 2015 and 2016, the Company incurred $10.9 million and $17.6 million in asset management fees from the Advisor, respectively.
Effective February 17, 2017, the Second A&R Advisory Agreement requires the Company to pay the Advisor a base management fee, which is payable on the first business day of each month. The fixed portion of the base management fee is equal to $1.625 million per month, while the variable portion of the base management fee is equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity (including convertible debt) raisedequity and certain convertible debt but excluding proceeds from the Company’s distribution reinvestment plan) issued by the Company and its subsidiaries subsequent to February 17, 2017 per month. The base management fee is payable to the Advisor or its assignees in cash, OP Units or shares, or a combination thereof, the form of payment to be determined at the discretion of the Advisor.
Advisor and the value of any OP Unit or share to be determined by the Advisor acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. During the year ended December 31, 2019, the Company incurred approximately $19.5 million in cash base asset management fees, including approximately $26.7 million with respect to the variable portion of the base management fee, to the Advisor, of which no amounts remained unpaid as of December 31, 2019.
UnderApril 1, 2015, pursuant to the Original A&R Advisory Agreement,then effective advisory agreement and the limited partnership agreement of the OP (as amended from time to time, the “LPA”), the Company caused the OP to issue (subject to periodic approval by the Board) to the Advisor was paid an acquisition fee equalasset management subordinated participation in the form of Class B Units. During these periods, the OP issued 359,250 Class B Units to 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other
investment. The Advisor was also reimbursed for services provided for which it incurs investment-related expenses, or insourced expenses. The amount reimbursed for insourced expenses could not exceed 0.5% of the contract purchase price of each acquired property or 0.5% of the amount advanced for a loan or other investment. Additionally, the Company reimbursed the Advisor, for third party acquisition expenses. The aggregate amountall of acquisition fees and financing coordination fees (as described below) was limitedwhich remain outstanding, but no Class B Units have been or will be issued pursuant to 1.5% of the contract purchase priceadvisory agreement and the amount advanced for a loan or other investment for all the assets acquired. As of December 31, 2016, aggregate acquisition fees and financing fees did not exceed the 1.5% threshold. In no event will the total of all acquisition fees, acquisition expenses and any financing coordination fees payableLPA in effect with respect to subsequent periods. The issued and outstanding Class B Units will vest, and will no longer be subject to forfeiture, at such time as: (x) the Company’s portfolio of investments or reinvestments exceed 4.5%value of the contract purchase priceOP’s assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon (the “economic hurdle”); (y) any one of the following occurs: (1) a listing; (2) another liquidity event or (3) the termination of the advisory agreement by an affirmative vote of a majority of the Company’s portfolioindependent directors without cause; and (z) the Advisor is still providing advisory services to the Company (the “performance condition”). Unvested Class B Units will be measured atforfeited immediately if: (a) the closeadvisory agreement is terminated for any reason other than a termination without cause; or (b) the advisory agreement is terminated by an affirmative vote of a majority of the acquisition phase or 4.5%Company’s independent directors without cause before the economic hurdle has been met. The Advisor receives distributions on any vested and unvested Class B Units equal to the distribution rate received on shares of the amount advanced for all loans or other investments. As of December 31, 2016, the total of all cumulative acquisition fees, acquisition expenses and financing coordination fees did not exceed the 4.5% threshold.Common Stock. For the year ended December 31, 2015,2019, the Company incurred $10.3Advisor received approximately $0.3 million in acquisition fees and expense reimbursements fromdistributions with respect to the Advisor. ForClass B Units.
The Second A&R Advisory Agreement does not provide for the acquisition fee. However,advisory agreement, the Advisor may continueis entitled to be reimbursed for services provided for whichamounts it incurs for investment-related expenses, or insourced expenses. The amount reimbursed for insourced expenses may not exceed 0.5% of the contract purchase price of each acquired property or 0.5% of the amount advanced for a loan or other investment. Additionally, the Company reimburses the Advisor for third party acquisition expenses.
Under the Original A&R Advisory Agreement, ifadvisory agreement, total acquisition expenses may not exceed 4.5% of the Advisor provided services in connection withcontract purchase price of the originationCompany’s portfolio or refinancing of any debt that the Company obtained and used to acquire properties or to make other permitted investments, or that was assumed, directly or indirectly, in connection with the acquisition of properties, the Company paid the Advisor a financing coordination fee equal to 0.75%4.5% of the amount availableadvanced for all loans or outstanding under such financing, subject to certain limitations. The Second A&R Advisory Agreement doesother investments. This threshold has not provide for payment of a financing coordination fee.
Forbeen exceeded through December 31, 2019. During the yearsyear ended December 31, 20152019, the Advisor and 2016,its affiliates incurred on behalf of the Company incurred $3.9 million and $0.5 million in financing coordination fees toacquisition expenses, including insourced expenses, of $38,500, all of which had been reimbursed by the Advisor, respectively.
Additionally, the Company reimburses the Advisor for personnel costs; however, the Company may not reimburse the Advisor forservices including personnel costs, in connection withexcept for costs to the extent that the employees perform services for which the Advisor receives a separate fee.
During This reimbursement includes reasonable overhead expenses for employees of the years ended December 31, 2015 and 2016,Advisor or its affiliates directly involved in the performance of services on behalf of the Company, incurred reimbursements for administrative services and personnel costsincluding the reimbursement of $0.9 million and $4.0 million, respectively.
The Advisor may elect to forgiverent expense at certain fees. The feesproperties that are forgiven areboth occupied by employees of the Advisor or its affiliates and owned by affiliates of the Advisor. Prior to 2019, the Company had not deferrals and, accordingly, will not bereimbursed the Advisor or its affiliates, including the Property Manager, for salaries, wages, or benefits paid to the Company’s executive officers. As a result of discussions between the independent directors (including their counsel) and the Advisor, the then-effective advisory agreement was amended on July 25, 2019 (the “Advisory Agreement Amendment”) to clarify that, with respect to executive officers of the Advisor, the Company is required to reimburse the Advisor or its affiliates for the reasonable salaries and wages, benefits and overhead of the Company’s executive officers, other than for any executive officer that is also a partner, member or equity owner of AR Global, an affiliate of the Advisor.
Pursuant to the Original A&R Advisory Agreement, the Advisor was entitled to an annual subordinated performance fee calculated on the basis of the Company’s total return to stockholders, payable annually in arrears, such that for any year in which the Company’s total return on stockholders’ capital exceeded 6.0% per annum, the Advisor was entitled to 15.0% of the excess total return but not to exceed 10.0% of the aggregate total return for such year. This fee would have been payable only upon the sale of assets, distributions or
another event which resulted in the return on stockholders’ capital exceeding 6.0% per annum. No subordinated performance fees were incurred during the years ended December 31, 2015 or 2016.
In addition, under the Original A&R Advisory Agreement, the Advisor was entitled to a brokerage commission on the sale of property, not to exceed the lesser of (a) 2.0% of the contract sale price of the property and (b) 50.0% of2019, the total brokerage commission paid if a third party broker was also involved; provided, however, that in no event could the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of (a) 6.0% of the contract sales price and (b) a reasonable, customary and competitive real estate commission. The brokerage commission payable to the Advisor was subject to approval by a majority of the independent directors upon a finding that the Advisor provided a substantial amount of services in connection withreimbursements by the sale. During the year ended December 31, 2016, the Company incurred and paid $0.3 million in brokerage commissions to the Advisor for salaries, wages and benefits that were subject to the saleCapped Reimbursement Amount was $6.8 million, which was less than the $7.2 million Variable Component of three properties. No brokerage commissions were incurred or paid during the year endedCapped Reimbursement Amount. As of December 31, 2015.
The Second A&R Advisory Agreement does not provide for2019, there was approximately $0.4 million receivable from the annual subordinated performance fee or for payment of brokerage commissions.
PursuantAdvisor to the Original A&R Advisory Agreement, upon termination or non-renewalCompany with respect to professional fees and other reimbursements. As of December 31, 2019, there was approximately $0.4 million payable by the Advisor to the Company with respect to professional fees and other reimbursements, including a receivable for professional fees and other reimbursement of $0.5 million from the Advisor previously recorded in the fourth quarter of 2018 that is, pursuant to authorization by the independent members of the advisory agreement with the Advisor, with or without cause, Healthcare Trust Special Limited Partner, LLC (the “Special Limited Partner”) was entitled to receive distributions from the OP equal to 15.0% of the amount by which the sum of the Company’s market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6.0% cumulative, pre-tax, non-compounded annual return to investors. The Special Limited Partner was able to elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurred.
Board, payable over time during 2020.
advisory agreement.
The Second A&R Advisory Agreement provides for termination uponControl or transition to self-management, after February 14, 2019. as applicable, is consummated.
UnderSpecial Limited Partner or any of its affiliates receives the subordinated incentive listing distribution, the Special Limited Partner and its affiliates will no longer be entitled to receive the subordinated participation in net sales proceeds or the subordinated incentive termination distribution described below.
On February 17, 2017, If the Property Manager provides services other than those specified in the Property Management Agreement, the Company entered intowill pay the Amended and Restated Property Management and Leasing Agreement (the “A&RManager a monthly fee equal to no more than that which the Company would pay to a third party that is not an affiliate of the Company or the Property Management Agreement”) extendingManager to provide the services.
RCS, RCS Advisory Services, LLC (“RCS Advisory”), American National Stock Transfer, LLC (“ANST”) and SK Research, LLC (“SK Research”) are subsidiaries of RCAP that provided professional services to the Company through January 2016. ForProperty Manager. No other fees were paid to the Property Manager during the year ended December 31, 2015, we incurred $3.42019.
On March 8, 2017, the creditor trust established in connection with the RCAP bankruptcy filed suit against AR Global, the parent of our Advisor, our Advisor, advisors of other entities sponsored by the parent, and the parent’s principals (including Mr. Weil). The suit alleges, among other things, certain breaches of duties to RCAP. The Company is neither named in the suit, nor are there any allegations2018 related to prorations under the services the Advisor providesPurchase Agreement, which was paid by HT III prior to us. Our Advisor has informed us that it believes that the suit is without meritits liquidation and intends to defend against it vigorously.
We
23
is held, directly or indirectly, by any of the individuals who share control of the AR Global group of companies, that is a non-traded REIT or private investment vehicle in which ownership interests are offered through securities broker-dealers in a public or private offering, except that we may enter into a joint investment with a Delaware statutory trust (a “DST”) or a group of unaffiliated tenant in common owners (“TICs”) in connection with a private retail securities offering by a DST or to TICs, provided that such investments are in the form of pari passu equity investments, are fully and promptly disclosed to our stockholders and will be fully documented among the parties with all the rights, duties and obligations assumed by the parties as are normally attendant to such an equity investment, and that we retain a controlling interest in the underlying investment, the transaction is approved by the independent directors of the Board after due and documented deliberation, including deliberation of any conflicts of interest, and such co-investment is deemed fair, both financially and otherwise. In the case of such co-investment, the Advisor will be permitted to charge fees at no more than the rate corresponding to our percentage co-investment and in line with the fees ordinarily attendant to such transaction. At any one time, our investment in such co-investments will not exceed 10% of the value of our portfolio.
2019.
Board and the SEC.
2019 for filing with the SEC.
2020.
Aggregate fees
The fees were for professional services rendered for the audits of the Company’s annual consolidated financial statements on Form 10-K and reviews of the Company’s quarterly consolidated financial statements on Form 10-Q.
audit committee.
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDS HIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY E98944-P33546 For Against Abstain HEALTHCARE TRUST, INC. 1a. Leslie D. Michelson 1b. Edward M. Weil, Jr. The Board of Directors recommends you vote FOR the following proposals: The Board of Directors recommends you vote 3 YEARS on the following proposal: 1. Election of Directors Nominees for Class III Directors: 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020. 3. Non-binding advisory resolution regarding the executive compensation for the Company's named executive officers as described in the proxy statement. 4. Recommendation, on a non-binding advisory basis, of the frequency of future non-binding advisory votes on executive compensation. NOTE: Such other business as may properly come before the meeting or any postponement or adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 3 Years 2 Years 1 Year Abstain VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/HTI2020 You may attend the meeting in person via webcast and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. SCAN TO VIEW MATERIALS & VOTE w HEALTHCARE TRUST, INC. 650 FIFTH AVENUE, 30TH FLOOR NEW YORK, NY 10019 E98945-P33546