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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549​


SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant ☒
Filed by the Registrantx
Filed by a Party other than the Registranto

Filed by a Party other than the Registrant ☐
Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to §240.14a-12

☐
Preliminary Proxy Statement
​
☐
Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))
​
☒
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material Pursuant to §240.14a-12
​
HEALTHCARE TRUST, INC.

​
(Name of Registrant as Specified in Itsits Charter)

​

​
(Name of Person(s) Filing Proxy Statement, ifIf Other Than the Registrant)

​

Payment of Filing Fee (Check the appropriate box):

xNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1)Title of each class of securities to which transaction applies:

(2)Aggregate number of securities to which transaction applies:

(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)Proposed maximum aggregate value of transaction:

(5)Total fee paid:

oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:

(2)Form, Schedule or Registration Statement No.:

(3)Filing Party:

(4)Date Filed:

☒

No fee required.

​
☐
Fee paid previously with preliminary materials.
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☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
​
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405 Park Avenue, 14th Floor
New York, New York 10022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 25, 2017

March 27, 2017


[MISSING IMAGE: lg_htihealthcare-4clr.jpg]
To the Stockholders of Healthcare Trust, Inc.:

I am pleased to invite you to the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Healthcare Trust, Inc., a Maryland corporation (the “Company”), which will be held virtually on May 29, 2024 commencing at 3:00 p.m. Eastern Time. The items of business are listed in the following Notice of Annual Meeting of Stockholders and are more fully addressed in the proxy statement.
At the Annual Meeting you will be asked to elect the person named in the accompanying proxy statement as a Class I director and to vote on one other proposal as described in the accompanying Notice of 2024 Annual Meeting of Stockholders and proxy statement.
You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visiting www.meetnow.global/MZLYVUF. To participate in the meeting, you must have your control number that is shown on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials. Stockholders will not be able to physically attend the Annual Meeting.
Details concerning the matters to come before stockholders at the Annual Meeting are described in the accompanying Notice of 2024 Annual Meeting of Stockholders and proxy statement. We will be using the “Notice and Access” method of providing proxy materials to you via the Internet. We believe that this process will provide a convenient and economic way to access the proxy materials and authorize a proxy to vote your shares.
Your vote is very important. Please respond as soon as possible to help us avoid potential delays and additional expenses to solicit votes.
On behalf of the Board of Directors, we appreciate your support.
Sincerely,
/s/ Michael Anderson
​
Michael Anderson
Chief Executive Officer

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[MISSING IMAGE: lg_htihealthcare-4clr.jpg]
222 Bellevue Ave.
Newport, RI 02840
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 29, 2024
April 15, 2024
To the Stockholders of Healthcare Trust, Inc.:
I am pleased to invite our stockholders to the 20172024 Annual Meeting of Stockholders, (“Annualincluding any postponement or adjournment thereof (the “Annual Meeting”), of Healthcare Trust, Inc., a Maryland corporation (the “Company”). The Annual Meeting will be held on May 25, 201729, 2024 at The Core Club, located at 66 E. 55th Street, New York, NY 10022, commencing at 1:3:00 p.m. (local time).Eastern Time. The Annual Meeting will be a “virtual meeting” of stockholders which will be conducted exclusively online via live webcast. You will be able to attend the Annual Meeting and vote and submit questions during the Annual Meeting via the live webcast by visiting www.meetnow.global/MZLYVUF.
If you plan to attend the Annual Meeting online, you will need the control number included on the Notice of Internet Availability of Proxy Materials or, if you requested paper copies, in the instructions printed on your proxy card. Instructions are also described in the accompanying proxy statement. At the Annual Meeting, you will be asked to consider and vote upon (1) the election of five members toone member of the Board of Directors to serve until the 2027 annual meeting of stockholders (the “2027 Annual Meeting”) and until his successor is duly elected and qualifies, (2) the ratification of the appointment of KPMGPricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017the year ending December 31, 2024 and (3) the transaction of such other matters as may properly come before the Annual Meeting and any postponement or adjournment thereof.

Meeting. Our Board of Directors has fixed the close of business on March 27, 2017April 5, 2024 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.Meeting. 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.

For further information regarding the matters to be acted upon at the Annual Meeting, I urge you to carefully read the accompanying proxy statement. We makeThe Company makes proxy materials available to ourits stockholders on the Internet. The Company is relying on Securities and Exchange Commission rules that allow the Company to furnish proxy materials to you via the Internet. Unless you have already requested to receive a printed set of proxy materials, you will receive a Notice Regarding the Internet Availability of Proxy Materials (the “Notice of Availability”). This Notice of Availability contains instructions on how to access proxy materials and authorize a proxy to vote your shares via the Internet or, if you prefer, to request a printed set of proxy materials at no additional cost to you.
You can access proxy materials atwww.proxyvote.com/HTI. https://www.proxy-direct.com/hti-33891. You also may authorize your proxy via the Internet or by telephone by following the instructions on that website. In order to authorize your proxy via the Internet or by telephone, you must have the stockholder identification number that appears on the materials sent to you. If you attendYou may vote during the Annual Meeting you may vote in person if you wish, even if youby following the instructions available on the meeting website during the meeting. Your attendance alone, without voting, will not be sufficient to revoke a previously have submitted yourauthorized proxy.

By Order of the Board of Directors,
/s/ Scott M. Lappetito
​
Scott M. Lappetito
Chief Financial Officer, Secretary and Treasurer

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You are cordially invited to attend the Annual Meeting. Regardless of whether you own a few or many shares and whether you plan to attend the Annual Meeting in person via webcast or not, it is important that your shares be voted on matters that come before the Annual Meeting. Your vote is important.

By Order

This Notice of Annual Meeting and proxy statement are first being distributed or made available, as the Boardcase may be, on or about April 15, 2024.
Important notice regarding the availability of Directors,

/s/ Katie P. Kurtz

Katie P. Kurtz
Chief Financial Officer, Treasurerproxy materials for the Annual Meeting to be held on May 29, 2024. This proxy statement and Secretary

our Annual Report on Form 10-K (as amended) are available free of charge at https://www.proxy-direct.com/hti-33891.


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HEALTHCARE TRUST, INC.

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​​​Page​
PROXY STATEMENT
​​​​1​1​
INFORMATIONQUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
​​​​1​2​
PROPOSAL NO. 1 — ELECTIONBOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
​​​​6​6​
Nominees
6
Business Experience of Nominees6
Information About the Board of Directors and its Committees11
Leadership Structure of the Board of Directors11
Oversight of Risk Management11
Audit Committee11
Nominating and Corporate Governance Committee12
Director Independence13
Communications with the Board of Directors13
COMPENSATION AND OTHER INFORMATION CONCERNING OFFICERS, DIRECTORS
AND CERTAIN STOCKHOLDERS		​​​​16​14​
Compensation of Executive Officers
14
Directors and Executive Officers14
Compensation of Directors15
Share-Based Compensation17
STOCK OWNERSHIP BY DIRECTORS, OFFICERS AND CERTAIN STOCKHOLDERS​​​​20​18​
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
​​​​21​19​
Advisor
19
Property Manager22
Former Arrangements23
Investment Allocation Agreement23
Indemnification Agreements23
Affiliated Transaction Best Practices Policy23
Certain Conflict Resolution Procedures24
AUDIT COMMITTEE REPORT​​​​26​25​
COMPENSATION COMMITTEE REPORT
​​​​27​​
PROPOSAL NO. 1 – ELECTION OF DIRECTORS
​​​​28​​
PROPOSAL NO. 2 —– RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
​​​​29​26​
Fees
26
Pre-Approval Policies and Procedures26
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE27
CODE OF ETHICS​​​​30​27​
OTHER MATTERS PRESENTED FOR ACTION AT THE 2017 ANNUAL MEETING
​​​​30​27​
STOCKHOLDER PROPOSALS FOR THE 20182025 ANNUAL MEETING
​​28​
Stockholder Proposals in the Proxy Statement​31​28
Stockholder Proposals and Nominations for Directors to Be Presented at Meetings28​

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405 Park Avenue, 14th Floor
New York, New York 10022


​​


[MISSING IMAGE: lg_htihealthcare-4clr.jpg]
222 Bellevue Ave.
Newport, RI 02840
PROXY STATEMENT

The accompanying proxy is solicited by and on behalf of the board of directors (the “Board of Directors” or the “Board”) of Healthcare Trust, Inc., a Maryland corporation (the “Company”), for use at the 20172024 Annual Meeting of Stockholders, (the “Annual Meeting”) and atincluding any postponement or adjournment thereof (the “Annual Meeting”), and is provided together with this proxy statement (this “Proxy Statement”) and our Annual Report on Form 10-K for the year ended December 31, 2016 (our “2016 10-K”2023 (as amended, our “2023 Annual Report”). References in this Proxy Statement to “we,” “us,” “our,” “our company,” or like terms also refer to the Company, and references in this Proxy Statement to “you” refer to the stockholders of the Company. The mailing address of our principal executive officesoffice is 405 Park Avenue, 14th Floor, New York, New York 10022. This222 Bellevue Ave., Newport, Rhode Island 02840, Attention: Investor Relations. Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company is providing stockholders with access to its proxy materials over the Internet. As a result, the Company is mailing to its stockholders a Notice of Availability of Proxy Statement,Materials (the “Notice of Availability”) instead of a paper copy of the proxy materials. All stockholders receiving the Notice of Availability will have the ability to access the proxy materials over the Internet and to request a paper copy by mail by following the instructions in the Notice of Availability. In addition, the proxy card contains instructions for electing to receive proxy materials over the Internet or by e-mail. Mailing of paper copies of this Notice of Annual Meeting Stockholders and our 2016 10-K have either been mailed to you or been made available to you on the Internet. Mailing to our stockholders is expected to commenceProxy Statement will begin on or about March 29, 2017. Additional copies of this Proxy Statement and our 2016 10-K will be furnished to you, without charge, by writing us at Healthcare Trust, Inc., 405 Park Avenue, 14th Floor, New York, New York 10022, Attention: Investor Relations or emailing us at investorrelations@ar-global.com.

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting To Be Held on May 25, 2017

This Proxy Statement, the Notice of Annual Meeting and our 2016 Annual Report are available at:
www.proxyvote.com/HTI.


April 15, 2024.

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INFORMATIONQUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

What

We are providing you with this Proxy Statement, which contains information about the items to be considered and voted on at the Annual Meeting. To make this information easier to understand, we have presented some of the information in a question-and-answer format.
Q:
When is the date of the Annual Meeting and where will it be held?

​
A:
The Annual Meeting will be held on May 25, 2017,29, 2024 commencing at 1:3:00 p.m. (local time)Eastern Time.
​
The Annual Meeting will be held in a virtual meeting format only and can be accessed online at The Core Club, located at 66 E. 55th Street, New York, NY 10022.

What will I be voting on atwww.meetnow.global/MZLYVUF. There is no physical location for the Annual Meeting?

Meeting. In order to attend the virtual meeting, you will need your control number. Your control number will be supplied to you via your proxy card or voting instructions form. At the Annual Meeting you will be asked to:

1.elect five directors to serve until our 2018 annual meeting of stockholders and their successors are duly elected and qualify;
2.ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the year ending December 31, 2017; and
3.consider and act on such matters as may properly come before the Annual Meeting and any postponement or adjournment thereof.

allowed to vote your shares within the online portal, as well as to submit questions. The Boardonline portal will open 15 minutes before the beginning of Directors doesthe Annual Meeting. If you have any technical disruptions or connectivity issues during the Annual Meeting, please allow for some time for the meeting website to refresh automatically, or for the meeting operator to provide updates.

If your shares are held by a broker, bank or other nominee, you must follow the instructions provided by your broker, bank or other nominee to vote your shares and you may not know of any matters that may be consideredvote your shares in person at the meeting unless you obtain a legal proxy. Beneficial holders who want to attend and also vote in person at the Annual Meeting other thanwill need to obtain a legal proxy, in PDF or Image (gif, jpg, or png) file format, from the matters set forth above.

Who canorganization that holds their shares giving the right to vote their shares in person at the Annual Meeting?

TheMeeting and by presenting it with their online ballot during the meeting.

Restricted stockholders as of the close of business on April 5, 2024, the record date for(the “Record Date”), may register to participate in the determination of holders ofAnnual Meeting remotely by visiting the website www.meetnow.global/MZLYVUF. Please have your voting instruction form or other communication containing your control number available and follow the instructions to complete your registration request.

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Q:
Why did you send me these Proxy Materials?
​
A:
You are receiving these materials because you owned shares of our common stock, $0.01 par value $0.01 per share (“Common(the “Common Stock”), entitled to noticeas a “registered” stockholder or you held shares of and to vote at the Annual Meeting, or any postponement or adjournmentCommon Stock in “street name” as of the Annual Meeting, is the close of business on March 27, 2017. Asthe Record Date for the Annual Meeting. This Proxy Statement contains information related to the solicitation of March 24, 2017, 88,873,482proxies for use at the Annual Meeting.
​
We had 113,185,752.98 shares of our Common Stock were issued and outstanding and entitled to vote at the Annual Meeting.

How manyMeeting as of the close of business on the Record Date.

Q:
Who is soliciting my proxy?
​
A:
This solicitation of proxies is made by and on behalf of our Board of Directors. Under applicable regulations of the SEC, each of our directors and director nominees, and certain of our officers, may solicit proxies and are “participants” in this proxy solicitation on behalf of the Board. For more information about our directors and executive officers, please see “Board of Directors, Executive Officers and Corporate Governance” beginning on page 6 of this Proxy Statement. Other than the persons described in this Proxy Statement, no regular employees of our advisor, Healthcare Trust Advisors, LLC (the “Advisor”), will solicit stockholders in connection with this proxy solicitation. However, in the course of their regular duties, certain administrative personnel may be asked to perform clerical or ministerial tasks in the furtherance of this solicitation. We have also engaged Computershare Fund Services (“Computershare”) to, among other thing, assist us in solicitating proxies.
​
Q:
What is a proxy?
​
A:
A proxy is a person who votes dothe shares of stock 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. By submitting your proxy to us, you are appointing Michael Anderson and Scott M. Lappetito, 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 at the Annual Meeting.
​
Q:
What am I have?

being asked to vote on at the Annual Meeting?

​
A:
At the Annual Meeting, you will be asked to consider and vote upon:
​
•
the election of B.J. Penn as a Class I director to serve until our 2027 Annual Meeting of stockholders (the “2027 Annual Meeting”) and until his successor is duly elected and qualifies;
​
•
the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and
​
•
the transaction of such other matters as may properly come before the Annual Meeting.
​
Q:
Who is entitled to vote?
​
A:
Anyone who is a holder of record of Common Stock as of the close of business on the Record Date or who holds a valid proxy for the Annual Meeting, is entitled to vote at the Annual Meeting. Each share of Common Stock held as of the close of business on the Record Date entitles the holder to one vote.
​
Q:
What is a “broker non-vote”?
​
A:
A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner submits a proxy but does not vote on eacha particular proposal because the nominee does not have discretionary voting power with respect to that matter consideredand has not received voting instructions from the beneficial owner. Brokers are not allowed to exercise their voting discretion with respect to the election of directors or for the approval of other matters which applicable exchange rules determine to be “non-routine,” without specific instructions from the beneficial owner. Thus, beneficial owners of shares held in broker accounts are advised that, if they do not timely provide instructions to their broker, their shares will not be voted at the Annual Meeting orin connection with any postponement or adjournment thereof. The proxy card showsof the numberproposals except for the proposal to ratify the appointment of PwC, which is a “routine” matter for purposes of broker
​

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discretionary authority. Even without these instructions, the shares of stock of beneficial owners will be treated as present for the purpose of establishing a quorum if the broker votes shares on the proposal to ratify the appointment of PwC.
Q:
What constitutes a “quorum”?
​
A:
If holders of a majority of shares of our outstanding Common Stock as of the close of business on the Record Date are present at the Annual Meeting, either in person or by proxy, we will have a quorum present, permitting the conduct of business at the Annual Meeting. Abstentions and broker non-votes, to the extent any broker non-votes exist, will be counted to determine whether a quorum is present.
​
Q:
How does the Board of Directors recommend I vote on each proposal?
​
A:
The Board of Directors recommends you are entitled to vote.

vote:

​
•
“FOR” the election of B.J. Penn as a Class I director; and
​
•
“FOR” the ratification of the appointment of PwC as our independent registered public accounting firm for the year ending December 31, 2024.
​
Q:
How maydo I vote?

You may

​
A:
Stockholders can vote in person at the Annual Meetingmeeting via webcast or by proxy. InstructionsStockholders have the following three options for in person voting, including directions to the Annual Meeting, can be obtained by calling our proxy solicitor, Broadridge Investor Communication Solutions, Inc. (“Broadridge”) at (855) 973-0096. Stockholders may submitsubmitting their votes by proxy by mail by completing, signing, dating and returning their proxy card. Stockholders also haveproxy:
​
•
via the following two options for authorizing a proxy to vote their shares:

•via the Internet atwww.proxyvote.com/HTI at any time prior to 11:59 p.m. Eastern Time on May 24, 2017, and follow the instructions provided on the proxy card; or
Internet at www.proxy-direct.com;
​
•
by telephone, by callingfor automated voting (800) 690-6903337-3503 at any time prior to 11:59 p.m. Eastern Time on May 24, 2017,28, 2024, and follow the instructions provided on the proxy card; or
​
•
if you requested a printed set of proxy materials, by completing, signing, dating and returning the enclosed proxy card.

​
For those stockholders with Internet access, we encourage you to authorize a proxy to vote your shares via the Internet, abecause it is quick, convenient means of authorizingand provides a proxy that also provides cost savings to us. In addition, when you authorizeAuthorizing a proxy to vote your shares viaby following the Internet or by telephoneinstructions on the enclosed proxy card prior to the Annual Meetingmeeting date will ensure that your proxy authorizationvote is recorded immediately and there is no risk thatavoid postal delays willthat my cause your vote by proxy to arrive late and, therefore,in which case your vote will not be counted. For further instructions on authorizing
If you are a proxyregistered stockholder and elect to vote your shares, see your proxy card. You may also vote your shares at the Annual Meeting. If you attend the Annual Meeting, you maycan submit your vote in person,during the Annual Meeting within the online portal, and any proxiesprevious proxy that you authorized by mail or by Internet or telephonefollowing the instructions on the enclosed proxy card, will be supersededsuperseded. To attend the Annual Meeting, you will need your control number.
Street Name Stockholders.   If you are the beneficial owner of shares (that is, you held your shares in “street name” through an intermediary such as a broker, bank or other nominee) as of the close of business on the Record Date, you will receive instructions from your broker, bank or other nominee as to how to vote your shares or submit a proxy to have your shares voted. Please use the voting forms and instructions provided by your broker, bank or other nominee. In most cases, you will be able to do this by following the instructions on the enclosed proxy card or possibly by telephone depending on the broker’s procedures. You should instruct your broker, bank or other nominee how to vote your shares by following the directions provided by your broker, bank or other nominee.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting. To register you must submit proof of your proxy power (legal proxy) reflecting your holdings along with your name and email address to Computershare, the tabulator. You may forward an email from your intermediary or attach an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time, three business days prior to the meeting date. You will receive a confirmation email from Computershare of your registration and a control number that will allow you castto vote at the Annual Meeting.



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Q:
What if I submit my proxy and then change my mind?
​
A:
Registered Stockholder.   If you are a registered stockholder, you have the right to revoke your proxy at any time before the Annual Meeting by:
​
•
notifying our Secretary, in writing at Healthcare Trust, Inc., 222 Bellevue Ave., Newport, Rhode Island 02840, Attention: Secretary, prior to the Annual Meeting;
​
•
attending the Annual Meeting and voting in person;
​
•
returning another proxy card dated after your first or prior proxy card; or
​
•
authorizing a new proxy by following the instructions on the enclosed proxy card to vote your shares.
​
Merely attending the Annual Meeting will not, by itself, revoke your proxy, you must cast a vote at the Annual Meeting following the instructions you receive upon registration. Only the most recent proxy or vote we receive before or during the Annual Meeting will be counted and all others will be discarded regardless of the method of voting.
Street Name Stockholders.   If you are the beneficial owner of your shares but not a registered stockholder, you should contact your broker, bank or other nominee to change your vote or revoke your proxy.
Q:
Will my vote make a difference?
​
A:
Yes. Shares of our Common Stock are widely held. YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes.
​
Q:
What are the voting requirements for the proposals?
​
A: 
Proposal No. 1 — Election of Director.   The election of the nominee for director requires the affirmative vote of a plurality of all of the votes cast at a duly called meeting at which a quorum is present, in person via webcast or by proxy. There is no cumulative voting in the election of our directors. 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. For purposes of this proposal, withhold votes and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote but will be considered present for purposes of determining the presence of a quorum.
​
•
Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm. This proposal requires the affirmative vote of a majority of all of the votes cast at a duly called meeting at which a quorum is present. For purposes of this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote on this proposal, although they will be considered present for the purpose of determining the presence of a quorum. Because brokers have discretionary voting authority with regard to this proposal we do not expect any broker non-votes in connection with this proposal.
​
Q:
How will proxies be voted?

​
A:
Shares of Common Stock represented by valid proxies will be voted at the Annual Meeting in accordance with the directions given. If the proxy card is signed and returned without any directions given, the shares will be voted (1) “FOR” (1) the election of fiveB.J. Penn as a Class I director nominees named in this Proxy Statement to serve until our 2018 annual meeting of stockholders2027 Annual Meeting and until their successors arehis successor is duly elected and qualify,qualifies and (2) “FOR” the ratification of the appointment of KPMGPwC as the Company’s independent registered public accounting firm for the year ending December 31, 2017.

2024.

​
The Board of Directors does not intend to present, and has no information indicating that others will present, any business at the Annual Meeting other than as set forth in the attached Notice of Annual Meeting of Stockholders. However, ifIf 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 intend to vote the proxies held by them in their discretion.

How


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Q:
When are the stockholder proposals for the next annual meeting of stockholders due?
​
A:
Stockholders interested in nominating a person for election as a director or presenting any other business for consideration at our 2025 annual meeting of stockholders (the “2025 Annual Meeting”) may do so by following the procedures prescribed in our Amended and Restated Bylaws, as amended (the “Bylaws”), and, in the case of proposals or nominations within the scope of Rule 14a-8 or Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by following the procedures specified by those rules. For additional information, including deadlines applicable to the 2025 Annual Meeting see “Stockholder Proposals for the 2025 Annual Meeting.”
​
Q:
Who pays the cost of this proxy solicitation?
​
A:
We will pay all of the costs of soliciting on behalf of our Board of Directors. We have engaged Computershare to, among other things, assist us in distributing and soliciting proxies. We expect to pay Computershare aggregate fees of approximately $65,000 to distribute proxies plus other fees and expenses for other services related to this proxy distribution, including disseminating broker search cards; distributing proxy materials; operating online and telephone voting systems; and receiving executed proxies. We will reimburse brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses to the extent they forward proxy materials to our stockholders.
​
Q:
Where can I change my vote or revoke a proxy?

find more information?

​
A:
You havemay access, read and print copies of the unconditional rightproxy materials for this year’s Annual Meeting, including this Proxy Statement, form of proxy card, and annual report to revoke your proxy at any time prior to the voting thereof by (1) submitting a later-dated proxy either by telephone, via the Internet or in the mail to our proxy solicitorstockholders, at the following address: Broadridge Investor Communication Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717; or (2) by attending the Annual Meeting and voting in person. No written revocationwebsite: https://www.proxy-direct.com/hti-33891.
​
Since you received a Notice of your proxy will be effective, however, unless and until it is received at or prior to the Annual Meeting.

What vote is required to approve each item?

There is no cumulative voting in the election of our directors. Each director is elected by the majority of the total votes cast for a nominee at a meeting at which a quorum is present. 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. For purposes of the election of directors, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. The proposal to ratify the appointment of KPMG as the Company’s independent registered public accounting firm requires the affirmative vote of at least a majority of all the votes cast on the proposal at a meeting at which a quorum is present. For purposes of ratification of the appointment of KPMG as the Company’s independent registered public accounting firm, abstentions will count toward the presence of a quorum but will have no effect on the proposal.

What is a “broker non-vote”?

A “broker non-vote” occurs when a broker who holds shares for the beneficial owner does not vote on a proposal because the broker does not have discretionary voting authority for that proposal and has not received instructions from the beneficial owner of the shares.

Are stockholders entitled to appraisal rights in connection with any of the proposals?

None of the proposals, if approved, entitle stockholders to appraisal rights under Maryland law or the Company’s charter (the “Charter”).

What constitutes a “quorum”?

The presence at the Annual Meeting, in person or represented by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting constitutes a quorum. Abstentions and broker non-votes will be counted as present for the purpose of establishing a quorum.

WillAvailability, you incur expenses in soliciting proxies?

We are soliciting the proxy on behalf of the Board of Directors, and we will pay all costs of preparing, assembling and mailing the proxy materials. Our directors and officers and employees of affiliates of our Advisor may solicit proxies on our behalf in person or by telephone, facsimile or other means, for which they will not receive any additional compensation. We have retained Broadridge to aid in the solicitation of proxies. Broadridge will receive a fee of approximately $16,000 for proxy solicitation services provided for us, plus the reimbursement of certain costs and out-of-pocket expenses incurred in connection with their


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services, all of which will be paid by us. We will request banks, brokers, custodians, nominees, fiduciaries and other record holders to forwardprinted copies of this Proxy Statementthe proxy statement and proxy card unless you request them by following the instructions on the Notice of Availability or provided by your broker, bank or nominee. The Notice of Availability will instruct you as to people on whose behalf they holdhow you may access and review the proxy statement and vote your proxy.

Some of your shares of Common Stock and to request authority for the exercise of proxies by the record holders on behalf of those people. In compliance with the regulations of the U.S. Securities and Exchange Commission (“SEC”), we will reimburse such persons for reasonable expenses incurred by them in forwarding proxy materials to the beneficial owners of shares of our Common Stock.

As the date of the Annual Meeting approaches, certain stockholders whose votes have not yet been received may receive a telephone call from a representative 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 for the stockholder’s instructions on the proposal. Although the Broadridge representative is permitted to answer questions about the process, he or she is not permitted to recommend to the stockholder how to vote, other than to read any recommendation set forth in this Proxy Statement. Broadridge will record the stockholder’s instructions on the card. Within 72 hours, the stockholder will be sent a letter to confirm his or her vote and asking the stockholder to call Broadridge immediately if his or her instructions are not correctly reflected in the confirmation.

What does it mean if I receive more than one proxy card?

Some of your shares may be registered differently or held in a different account. You should authorize a proxy to vote the shares in each of your accounts by mail, by telephone or viaone of the Internet.methods described herein. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your shares of Common Stock are voted. If you hold your shares in registered form and wish to combine your stockholder accounts in the future, you should call our Investor Relations department at (866) 902-0063. Combining accounts reduces excess printing and mailing costs, resulting in cost savings to us that benefit you as a stockholder.

What if I receive only one set of proxy materials although there are multiple stockholders at my address?

The SEC has adopted a rule concerning the delivery of documents filed by us with the SEC, including proxy statements and annual reports. The rule allows us to, among other things, send a single set of any proxy statement, annual report, proxy statement, proxy statement combined with a prospectusnotices or information statement to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family.address. This procedure is referred to as “Householding.” This rule benefits both you and us by reducing the volume of duplicate information received at your household and helps us reduce expenses. Each stockholder subject to Householding will continue to have a separate stockholder identification number and receive a separate proxy card or voting instruction card.

We will promptly deliver, upon written or oral request, a separate copy of our 2016 10-K or2023 Annual Report and this Proxy Statement as applicable, to a stockholder at a shared address to which a single copy was previously delivered. If you have any questions about this Proxy Statement or the Annual Meeting or if you received a single set of disclosure documents for this year, but you would prefer to receive your own copy, you may direct requests for separate copies by calling our Investor Relations department at (866) 902-0063 or by mailingmail us a request to Healthcare Trust, Inc., 405 Park Avenue, 14th Floor, New York, New York 10022,222 Bellevue Ave., Newport, Rhode Island 02840, Attention: Investor Relations. Likewise, if your household currently receives multipleOur email address is investorrelations@ar-global.com. Our website is www.healthcaretrustinc.com.
We also file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file with the SEC on the website maintained by the SEC at www.sec.gov. Our SEC filings also are available to the public at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, DC 20549. You also may obtain copies of disclosurethe documents and you would likeat prescribed rates by writing to receive one set, please contact us.

Whom should I call for additional information about voting by proxy or authorizing a proxy by telephone or Internet to vote my shares?

the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549. Please call Broadridge, our proxy solicitor,the SEC at (855) 973-0096.

1-800-SEC-0330 for further information regarding the public reference facilities.


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Whom should I call with other questions?

If you have additional questions about this Proxy Statement or the Annual Meeting or would like additional copies of this Proxy Statement, or our 2016 10-K or any documents relating to any of our future stockholder meetings, please contact: Healthcare Trust, Inc., 405 Park Avenue — 14th Floor, New York, New York 10022, Attention: Investor Relations, Telephone: (866) 902-0063, E-mail: investorrelations@ar-global.com website:www.healthcaretrustinc.com

How do I submit a stockholder proposal for next year’s annual meeting or proxy materials, and what is the deadline for submitting a proposal?

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.”

UNLESS SPECIFIED OTHERWISE, THE PROXIES WILL BE VOTED “FOR”: (I) ELECTION​


BOARD OF THE FIVE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT TO SERVE AS DIRECTORS, OF THE COMPANY UNTIL THE COMPANY’S 2018 ANNUAL MEETING OF STOCKHOLDERSEXECUTIVE OFFICERS AND UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIES AND (II) THE RATIFICATION OF THE APPOINTMENT OF KPMG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017. IN THE DISCRETION OF THE PROXY HOLDERS, THE PROXIES WILL ALSO BE VOTED “FOR” OR “AGAINST” SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. MANAGEMENT IS NOT AWARE OF ANY OTHER MATTERS TO BE PRESENTED FOR ACTION AT THE ANNUAL MEETING.CORPORATE GOVERNANCE

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PROPOSAL NO. 1 — ELECTION OF DIRECTORS

The Board of Directors is responsible for monitoring and supervising the performance of our day-to-day operations and our advisor, Healthcare Trust Advisors, LLC (the “Advisor”).Advisor. Our AdvisorBoard of Directors is controlled by American Realty Capital VII, LLC, which is wholly owned by AR Global Investments, LLC (“AR Global”). Directors are elected annually by our stockholders.divided into three classes of directors. Each director serves until the next annual meeting of stockholders held in the third year following the year of his or (if longer)her election and until his or her successor is duly elected and qualifies. At the Annual Meeting, one Class I director will be elected to serve until the 2027 Annual Meeting and until his successor is duly elected and qualifies. The bylawsnumber of directors in each class may be changed from time to time by the Board to reflect matters such as an increase or decrease in the number of directors so that each class, to the extent possible, will have the same number of directors. Our Bylaws provide that the number of directors may be fixed by a resolution of the Board of Directors; provided, however, that the number of directors may nevernot be less than three nor greaterone, which is the minimum number required by the Maryland General Corporation Law (the “MGCL”), or more than ten. Pursuant to our bylaws, a majority of our directors must be independent.15. The number of directors on our Board is currently fixed at five persons. At any time that the number of which four are independent directors.

Thedirectors comprising the Board is less than five, one director must be a managing director. A “managing director” means an individual identified by the Advisor or, in the absence of Directors has proposedsuch identification, the following nomineesindividual then serving as chief executive officer. At any time that the number of directors comprising the Board is five or more, up to two directors shall be managing directors; provided, however, that, if only one managing director is identified by the Advisor, the Board will include one managing director. To qualify for election as directors, each to serve until our 2018 annual meeting of stockholders and until hisnomination or her successor is duly elected and qualifies: Edward M. Weil, Jr., Lee M. Elman, Leslie D. Michelson, Edward G. Rendell and Elizabeth K. Tuppeny. Each nominee currently serveselection as a director, of the Company.

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,an individual at the time of nomination and election must meet the Annual Meeting,qualifications of an independent director or managing director, as the case may be, depending on the position for which such individual may be nominated or elected. An “independent director” means an individual who meets the qualifications of an independent director set forth in the Exchange Act and applicable SEC rules, as amended from time to time. Our Board is comprised of four persons that are “independent directors” as that term is defined in the Nasdaq rules and one or moreis a “managing director.”

Under the “Corporate Governance Requirements” of the nominees should become unableNasdaq Stock Market (“Nasdaq”) a majority of our directors must be “independent” as defined in the Nasdaq rules. Any director of the Company may resign at any time by delivering his or her resignation to serve, shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees designated by the Board, the chairman of Directors. No proxythe Board or the secretary. Any resignation will take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation will not be voted for a greater numbernecessary to make it effective unless otherwise stated in the resignation.
Board of persons than the number of nominees described in this Proxy Statement.

Nominees

Directors and Executive Officers

The table set forth below lists the names, ages and agescertain other information about each member of the Board of Directors, including B.J. Penn who is a Class I director with a term expiring at the Annual Meeting. Mr. Penn has been nominated for reelection. We have also included information regarding each of the nomineescontinuing members of our Board and for each of our executive officers:
Directors with Terms expiring at the Annual​​Class​​Age​​Position​​Director
Since		​​Current
Term
Expires		​​Expiration
of Term
for Which
Nominated		​
B.J. Penn​​I​​​​86​​​Independent Director​​​​2019​​​​​2024​​​​​2027​​
Continuing Directors​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Edward G. Rendell​​II​​​​80​​​Independent Director​​​​2015​​​​​2025​​​​​—​​
Elizabeth K. Tuppeny​​II​​​​63​​​Independent Director​​​​2013​​​​​2025​​​​​—​​
Edward M. Weil, Jr.​​III​​​​57​​​Managing Director​​​​2016​​​​​2026​​​​​—​​
Leslie D. Michelson​​III​​​​73​​​Non-Executive Chairman;
Audit Committee Chair		​​​​2015​​​​​2026​​​​​—​​
Executive Officers
(not listed above)		​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Michael Anderson​​N/A​​​​35​​​Chief Executive Officer​​​​N/A​​​​​N/A​​​​​N/A​​
Scott M. Lappetito​​N/A​​​​37​​​Chief Financial Officer,
Treasurer and Secretary		​​​​N/A​​​​​N/A​​​​​N/A​​

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Nominee for Class I Director
B.J. Penn
B.J. Penn, a Class I director, has served as an independent director of the dateCompany since July 2019. Previously, Mr. Penn served as an independent director of this Proxy StatementAmerican Realty Capital Healthcare Trust III, Inc. (“HT III”) from August 2014 until its dissolution and liquidation in March 2019 following the completion of the sale of substantially all its assets to the Company. Mr. Penn has served as president 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 Genesis IV, LLC, a company that provides consulting services in the areas of cyber procurement and systems acquisition, since October 2010. Mr. Penn is the chairman of the board of directors of Spectra Systems Corporation, is a trustee emeritus at the George Washington University and serves on the boards of the National Trust for the Humanities and the positionNaval Historic Foundation. Mr. Penn previously served as Acting Secretary of the Navy and officeas Assistant Secretary (Installations and Environment) of the Navy where he was responsible for managing Navy and Marine Corps real property, housing and other facilities totaling 72,500 buildings and 4,484,000 acres. Mr. Penn earned a Masters of Science from the George Washington University and a Bachelor of Science from Purdue University.
Our Board of Directors believes that each nomineeMr. Penn’s experience as a director or executive officer of the companies described above and his experience in various leadership positions in the Navy make him a valuable and well qualified member of our Board of Directors.
Continuing Directors
Governor Edward G. Rendell
Gov. Edward G. Rendell, a Class II director, has served as an independent director of the Company since December 2015. Gov. Rendell has also served as an independent director of Global Net Lease Inc. (“GNL”) since March 2012 and as GNL’s compensation committee chair since March 2017. Gov. Rendell has served as an independent director of Healthcare Trust, Inc. (“HTI”) since December 2015 and as an independent director of The Necessity Retail REIT, Inc. (formerly known as American Finance Trust, Inc.) (“RTL”) from February 2017 through September 2023. Gov. Rendell has served as an independent director of Franklin BSP Lending Corp (formerly known as BDCA), an entity which was previously advised by an affiliate of AR Global Investments, LLC (“AR Global”), since January 2011. In November 2016, BDCA’s external advisor was acquired by Benefit Street Partners, L.L.C.
Gov. Rendell previously served as an independent director of American Realty Capital — Retail Centers of America, Inc. (“RCA”) from October 2012 until the close of RCA’s merger with AFIN in February 2017, and also previously served as an independent director of RCA from February 2011 until March 2012. He 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. Gov. Rendell served as an independent director of American Realty Capital Trust III, Inc. (“ARCT III”) from March 2012 until the close of ARCT III’s merger with VEREIT, Inc. (“VEREIT”) in February 2013. Gov. Rendell served as an independent director of VEREIT from February 2013 until April 2015.
Gov. Rendell served as the 45th Governor of the Commonwealth of Pennsylvania from January 2003 through January 2011 and as the Mayor of Philadelphia from January 1992 through January 2000. Gov. Rendell was also the General Chairperson of the National Democratic Committee from November 1999 through February 2001. Gov. Rendell has also worked as an attorney in private practice. An Army veteran, Gov. Rendell holds a B.A. from the University of Pennsylvania and a J.D. from Villanova Law School.
Our Board of Directors believes that Gov. Rendell’s experience as a director of multiple companies, as well as his experience as the chief executive of Pennsylvania and Philadelphia, make him well qualified to serve as a member of our Board of Directors.
Elizabeth K. Tuppeny
Elizabeth K. Tuppeny, a Class II director, has served as an independent director of the Company since January 2013, including as the chair of our nominating and corporate governance committee since

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January 2016. Ms. Tuppeny has also served as an independent director of American Strategic Investment Co. (“NYC”), a New York Stock Exchange (“NYSE”) listed real estate investment trust (“REIT”) with a $863.6 million portfolio of high-quality commercial real estate located within the five boroughs of New York City, particularly in Manhattan, since March 2014, including as NYC’s lead independent director since December 2014. Ms. Tuppeny has also served as an independent director of Franklin BSP Realty Trust, Inc., a wholly-owned subsidiary of Franklin Templeton and a real estate finance company focused on mortgage originations and acquisitions for a diversified portfolio of commercial real estate debt secured by properties located in the United States, since January 2013, including as its lead independent director since July 2016. Ms. Tuppeny also served as an independent director of American Realty Capital Trust IV, Inc. from May 2012 until January 2014.
As the chief executive officer and founder of Domus, Inc. (“Domus”), a full-service marketing communications agency, Ms. Tuppeny has over 30 years of experience in the branding and advertising industries and has driven business strategies for Fortune 500 companies, focused on maximizing return on investment with internal, external and brand advocacy marketing. Domus provides services to Fortune 500 companies, including Chevron, Citibank, ConAgra, Diageo, DuPont, Epson, Mattel, Merck, Merrill Lynch, Procter & Gamble, Ralph Lauren and Westinghouse. Domus’ real estate clients include Ritz Carlton Residences, S&H Associate’s (Tel Aviv) Parkway 22, and PMC Real Estate.
Ms. Tuppeny also founded EKT Development, LLC to pursue entertainment projects in publishing, feature film and education video games. Ms. Tuppeny served on the board of directors and executive committee of the Philadelphia Industrial Development Council, a public-private development organization, for three-plus years where she evaluated and approved over 500- industrial and commercial real estate transactions totaling over $1 billion that helped to attract jobs to Philadelphia, including Citizen’s Bank Park and The Navy Yard.
Ms. Tuppeny has served on the boards of directors and advisory committees for the Arthur Ashe Foundation, Avenue of the Arts, Drexel Medical School, Philadelphia International Tourism Cabinet, Pennsylvania Commission for Women, Penn Relays and the Police Athletic League. Ms. Tuppeny was the recipient of the prestigious national Stevie Award as the nation’s top woman entrepreneur in 2004, outperforming 13,000 entrants, and was named as a “Top Woman in Philadelphia Business” in 1996, one of the “Top 50 Women in Pennsylvania” in 2004 and as the “Businessperson of the Year” in 2003 by the Greater Philadelphia Chamber of Commerce.
Ms. Tuppeny has expertise in world-class governance best practices from her certifications from Harvard Business School’s Executive Leadership program, Making Corporate Boards More Effective; the National Association of Corporate Directors’ Master Class, MIT’s Cybersecurity: Technology, Application and Policy, EY’s Center for Board Matters and is currently holds withcompleting Leverage Diversity and Inclusion for Organizational Excellence at Stanford’s Graduate School of Business.
Ms. Tuppeny has taught at Temple University, taught post-graduate students Strategic Positioning and Branding at New York University, and has guest-lectured on the Company:

NameAgePosition
Edward M. Weil, Jr.50Director
Lee M. Elman80Independent Director
Leslie D. Michelson66Non-Executive Chair; Audit Committee Chair
Edward G. Rendell73Independent Director
Elizabeth K. Tuppeny56Independent Director; Nominating and Corporate Governance Committee Chair

Business Experiencesame topic at the University of Nominees

Pennsylvania, where she received her undergraduate degree from the University of Pennsylvania’s College of Arts and Sciences and The Annenberg School of Communications. Ms. Tuppeny was inaugurated into the University of Pennsylvania’s Senior Honor Society and is a member of the University of Pennsylvania’s Sports Hall of Fame, where she held five all-time school records.

Our Board of Directors believes that Ms. Tuppeny’s extensive experience as a director of the companies described above and as chief executive officer and founder of Domus makes her well qualified to serve on our Board of Directors.
Leslie D. Michelson
Leslie D. Michelson, a Class III director, has served as an independent director of the Company since December 2015, including as non-executive chair since October 2016. Mr. Michelson has served as an independent director of FBLC since January 2011, including as lead independent director since February 2016. In November 2016, FBLC’s external advisor was acquired by Benefit Street Partners, L.L.C. Mr. Michelson has served as an independent director of RTL since February 2017 through September 2023 and as an

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independent director of GNL from September 2023 through the present. Mr. Michelson has served as an independent director and lead independent director of BSP Franklin Capital Corp. since March 2020. Mr. Michelson has served as an independent director and lead independent directory of Franklin BSP Private Credit Fund since March 2021.
From April 2007 until February 2020, Mr. Michelson served as the chairman and chief executive officer of Private Health Management Inc. and, since March 2020, Mr. Michelson has served as executive chairman and a director of Private Health Management, Inc., which assists corporate employees and their dependents, families and individuals obtain the best healthcare. Mr. Michelson has served as a member of the Board of Advisors for the UCLA Fielding School of Public Health since October 2013. He served as a director of Druggability Technologies Holdings Ltd., a proprietary pharmaceutical product business dedicated developing and commercializing high-value pharmaceutical products, from April 2013 until September 2018. He has served as founder and chief executive officer of Michelson on Medicine, LLC since January 2011. Earlier in his career, Mr. Michelson served as a director and executive officer of multiple public and private companies, including foundations, in the healthcare, technology and real estate industries. Mr. Michelson received his B.A. from The Johns Hopkins University in 1973 and a J.D. from Yale Law School in 1976.
Our Board of Directors believes that Mr. Michelson’s experience as a director and executive officer of multiple companies make him well qualified to serve as a member of our Board of Directors.
Edward M. Weil, Jr.

Edward M. Weil, Jr., a Class III director, has served as a director of the Company since October 2016,2016. Mr. Weil served as chief executive officer and president of the Company, the Advisor and the Property Manager from August 2018 to September 2023. Mr. Weil also previously served as an executive officer of the Company, the Advisor and the Property Manager from their formation in October 2012 until November 2014. Mr. Weil also has also been the chief executive officer of AR Global since January 2016 and hasowns a non-controlling interest in the parent of AR Global. Mr. WeilHe also has served GNL as executive chairman of American Realty Capital Healthcare Trust III, Inc. (“HT III”)director since November 2015, and previously served as an executive officer of HT III, the HT III advisor and the HT III property manager from their respective formations in April 2014 until November 2014. Mr. Weil has served as executive chairman of American Realty Capital New York City REIT, Inc. (“NYCR”) since November 2015 and asJanuary 2017, its chief executive officer since September 2023 and its president and secretary of NYCR, the NYCR advisor and the NYCR property manager since March 2017.April 2024. Mr. Weil has served as chairman of the board of directors of American Finance Trust, Inc. (“AFIN”) and as chief executive officer and president of AFIN, the AFIN advisor and the AFIN property manager since November 2015. Mr. Weil also previously served as an executive officer of AFIN, the AFIN advisor and the


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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 GNLGNL’s advisor and the GNLGNL’s property manager from their respective formations in July 2011, July 2011 and January 2012, until October 2014, and2014. Mr. Weil also previously served as a director of GNL from May 2012 until September 2014.

He also served as chairman of the board of directors of The Necessity Retail REIT, Inc. (“RTL”) and as chief executive officer and president of RTL and RTL’s advisor and RTL’s property manager from November 2015 until their merger and internalization with NYSE-listed GNL in September 2023; as executive chairman of NYSE-listed American Strategic Investment Co. (formerly known as New York City REIT, Inc.) (“NYC”) from November 2015 until September 2023, and for which he continues to serve as a director, and as chief executive officer, president and secretary of NYC and its advisor and property manager from March 2017 to September 2023. From March 2021 until November 2022 he has also served as a director of G&P Acquisition Corp., a special purpose acquisition company previously listed on the NYSE that was sponsored by affiliates of AR Global.

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 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 of Global II’sits merger 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 served2016; as a director of Business Development Corporation of America (“BDCA”), an entity which was previously advised by an affiliate of AR Global, from December 2015FBLC until November 2016, when BDCA’sFBLC’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 AFINRTL 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 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 as 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



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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

Our Board of Directors believes that Mr. Weil’s experience as a director or executive officer of the companies described above and his significant experience in real estate make him well qualified to serve as a member of our Board of Directors.

Lee M. Elman

Lee M. Elman

Executive Officers
Michael Anderson
Michael Anderson has served as an independent directorthe chief executive officer of the Company since September 2023. Mr. Anderson joined AR Global in 2013 as assistant general counsel. From 2018 to 2020 he served as senior vice president and chief corporate counsel of AR Global and Bellevue Capital Partners, LLC (“Bellevue Capital”). Since 2020, he served as senior vice president and general counsel of AR Global and Bellevue Capital. He also served as general counsel and secretary of G&P Acquisition Corp. from December 2020 to December 2022. In his capacity as the general counsel of AR Global and Bellevue Capital, Mr. Anderson has advised on both public and private debt and equity transactions, mergers and corporate acquisitions, commercial real estate transactions and operational integration of acquired companies. Mr. Anderson earned a Bachelor of Arts degree from the University of Arizona where he graduated cum laude and a Juris Doctor degree from the University of Mississippi School of Law, where he graduated summa cum laude.
Scott M. Lappetito
Scott M. Lappetito has served as the chief financial officer, treasurer and secretary of the Company since December 2021. Mr. Lappetito has also served as the chief financial officer, treasurer and secretary of the Advisor and Property Manager since December 2021. Mr. Lappetito joined AR Global in October 2016 and as an independent director of GNL since December 2016. Mr. Elman has served as an independent director of NYCR since February 2016. Mr. Elman previously served as an independent director of Global II from April 2015 until December 2016, when Global II closed its merger with GNL.

Since 1979, Mr. Elman has served as President of Elman Investors, Inc., an international real estate investment banking firm which he also founded. He is also a partner of Elman Ventures, an organization which is advisor to, and partner with, various foreign investors in United States real estate ventures. He has over 40 years of real estate experience, including as an investing principal, a real estate investment banker, and an investment advisor for both U.S. and foreign investors. As President of Elman Investors, Inc., Mr. Elman has negotiated the acquisition of properties in the United States, Europe and Latin America; and presently serves as a General Partner in numerous real estate partnerships. Mr. Elman holds a J.D. from Yale Law School and a B.A. from Princeton University’s Woodrow Wilson School of Public and International Affairs.

We believeaccounting roles at entities that Mr. Elman’s experience as a directorare or executive officer of the companies described above make him well qualified to serve as a member of our Board of Directors.

Leslie D. Michelson

Leslie D. Michelson has served as an independent director of the Company since December 2015, including as non-executive chair since October 2016. Mr. Michelson has served as an independent director of AFIN since February 2017. Mr. Michelson has served as an independent director of BDCA, an entity which was previouslywere advised by an affiliateaffiliates of AR Global, since January 2011, including as lead independent directorthe Company’s chief accounting officer since February 2016. In November 2016, BDCA’s external advisor was acquired by Benefit Street Partners, L.L.C.

Mr. Michelson previously served as an independent director of RCAApril 2019, the Company’s controller from November 2015 until the close2017 through April 2019, as chief accounting officer of RCA’s merger with AFIN in FebruaryRTL from November 2019 through March 2020, controller of HT III from November 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 dissolution and liquidation in March 2019 and dissolution in September 2016 and as an independent trustee of Realty Capital Income Funds Trust, a family of mutual funds advised by an affiliateassistant controller of AR Global from April 2013 until its dissolution in JanuaryOctober 2016 through November 2017. Prior to joining AR Global, Mr. Michelson previously served as an independent directorLappetito held various financial and practice leadership roles, including vice president of HT from January 2011 until July 2012 and as lead independent director of HT from July 2012 until January 2015 when HT closed its merger with Ventas, Inc. Mr. Michelson served as an independent director of ARCT from January 2008, including as lead independent director from July 2012, until the close of ARCT’s merger with Realty Income Corporation in January 2013. Mr. Michelson also served as an independent director of VEREIT from October 2012 until April 2015. Mr. Michelson also served as an independent director of BDCA Venture,corporate accounting at Citigroup, Inc. from JuneMarch 2014 until June 2015.to October 2016. Prior to that, Mr. MichelsonLappetito served as lead independent directorin various other senior finance and accounting positions at other public companies. Mr. Lappetito began his career in public accounting in November 2010 with PwC. Mr. Lappetito is a certified public accountant in the State of RFT from January 2013 until


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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. Michelson has served as the chairman and chief executive officer of Private Health Management,New York, holds a company which assists corporate employees 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 Health since October 2013. He has served as a director of Druggability Technologies Holdings Ltd., a proprietary pharmaceutical product business dedicated to 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 years and served at various times as the chairman of the audit committee and the compensation committee. From 2001 to 2002, he was an investorB.S. in and served as an advisor or director 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 for 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.accounting from The Johns HopkinsPennsylvania State University in 1973 and a J.D. from Yale Law School in 1976.

We believe that Mr. Michelson’s experience as a director or executive officer of the companies described above make him well qualified to serve as a member of our Board of Directors.

Edward G. Rendell

Gov. Edward G. Rendell has served as an independent director of the Company since December 2015, as an independent director of GNL since March 2012 and as an independent director of AFIN since February 2017. Gov. Rendell has served as an independent director of BDCA, an entity which was previously advised by an affiliate of AR Global, since January 2011. In November 2016, BDCA’s external advisor was acquired by Benefit Street Partners, L.L.C. Gov. Rendell previously served as an independent director of RCA from October 2012 until the close of RCA’s merger with AFIN in February 2017, and also previously served as an independent director of RCA from February 2011 until March 2012. He previously served as an independent director of BDCA II from August 2014 until its liquidation and dissolution in September 2016. Gov. Rendell served as an independent director of ARCT III from March 2012 until the close of ARCT III’s merger with VEREIT in February 2013. Gov. Rendell served as an independent director of VEREIT from February 2013 until April 2015.

Gov. Rendell served as the 45th Governor of the Commonwealth of Pennsylvania from January 2003 through January 2011. Gov. Rendell also served as the Mayor of Philadelphia from January 1992 through January 2000. As the Mayor of Philadelphia, Gov. Rendell eliminated a $250 million deficit, balanced the city’s budget and generated five consecutive budget surpluses. Gov. Rendell was also the General Chairperson of the National Democratic Committee from November 1999 through February 2001. Gov. Rendell served as the District Attorney of Philadelphia from January 1978 through January 1986. In 1986, Gov. Rendell was a candidate for governor of the Commonwealth of Pennsylvania. In 1987, Gov. Rendell was a candidate for the mayor of Philadelphia. From 1988 through 1991, Gov. Rendell was an attorney at the law firm of Mesirov, Gelman and Jaffe. From 2000 through 2002, Gov. Rendell was an attorney at the law firm of Ballard Spahr.


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Gov. Rendell worked on several real estate transactions as an attorney in private practice. An Army veteran, Gov. Rendell holds a B.A. from the University of Pennsylvania and a J.D.M.B.A. from Villanova Law School.

We believe that Governor Rendell’s experience as a director or executive officer of the companies described above and his over thirty years of legal, political and management experience gained from serving in his capacities as the Governor of Pennsylvania and as the Mayor and District Attorney of Philadelphia, including his experience in overseeing the acquisition and management of Pennsylvania’s real estate development transactions, including various state hospitals, make him well qualified to serve as a member of our Board of Directors.

Elizabeth K. Tuppeny

Elizabeth K. Tuppeny has served as an independent director of the Company since January 2013. Ms. Tuppeny has served as an independent director of NYCR since March 2014, including as lead independent director since December 2014. Ms. Tuppeny has served as an independent director of RFT since January 2013. Ms. Tuppeny also served as an independent director of ARCT IV from May 2012 until the close of ARCT IV’s merger with VEREIT in January 2014, after which point Ms. Tuppeny was no longer associated with ARCT IV as an independent director nor affiliated with ARCT IV in any manner.

Ms. Tuppeny has been the chief executive officer and founder of Domus, Inc. (“Domus”), a full-service marketing communications agency, since 1993. Domus’ largest client is Merck & Co., and Ms. Tuppeny advises Merck & Co. with respect to communications related to their healthcare-related real estate acquisitions. Ms. Tuppeny has 30 years of experience in the branding and advertising industries, with a focus on Fortune 50 companies. Ms. Tuppeny also founded EKT Development, LLC to pursue entertainment projects in publishing, feature film and education video games. Prior to founding Domus, Ms. Tuppeny was executive vice president, business development at Earle Palmer Brown from 1992 to 1993. From 1984 to 1993, Ms. Tuppeny worked at Weightman Advertising, where she became senior vice president. From 1982 to 1984, Ms. Tuppeny was an account executive at The Marketing Group. Ms. Tuppeny served on the board of directors and executive committee of the Philadelphia Industrial Development Council (“PIDC”) for three-plus years where she helped to plan and implement real estate transactions that helped to attract jobs to Philadelphia. As a board member of the PIDC, Ms. Tuppeny was responsible for evaluating and approving commercial and residential real estate business development applications for financing and tax abatement for for-profit and non-profit companies. During her tenure on the PIDC, Ms. Tuppeny approved over 500 real estate development applications including the funding for the Wistar Institute’s biotech and cancer research facility, the Thomas Jefferson University Hospital, a 1.2 million square foot distribution center for Teva Pharmaceuticals Industries Ltd., the Hospital of the University of Pennsylvania/Children’s Hospital of Philadelphia expansion and the Philadelphia State Hospital at Byberry. Ms. Tuppeny has served on the boards of directors and advisory committees for the Arthur Ashe Foundation, Avenue of the Arts, Drexel Medical School, Philadelphia Hospitality Cabinet, Pennsylvania Commission for Women, Penn Relays and the Police Athletic League. Ms. Tuppeny was the recipient of the national Stevie Award as the nation’s top woman entrepreneur in 2004 and was named as a “Top Woman in Philadelphia Business” in 1996, one of the “Top 50 Women in Pennsylvania” in 2004 and as the “Businessperson of the Year” in 2003 by the Greater Philadelphia Chamber of Commerce. Ms. Tuppeny has taught at New York University, University of Pennsylvania and Temple University, and received her undergraduate degree from the University of Pennsylvania, Annenberg School of Communications.

We believe that Ms. Tuppeny’s current experience as an independent director of the companies described above, as chief executive officer and founder of Domus, Inc. and in evaluating healthcare-related real estate business development applications, makes her well qualified to serve on our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF EDWARD M. WEIL, JR., LEE M. ELMAN, LESLIE D. MICHELSON, EDWARD G. RENDELL AND ELIZABETH K. TUPPENY AS MEMBERS OF THE BOARD OF DIRECTORS, EACH TO SERVE UNTIL THE COMPANY’S 2018 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIES.

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Information About the Board of Directors and its Committees

The Board of Directors is responsible for overseeing the management and control of our business and operations. Our current executive officers are employees of affiliates of the Advisor. We have no employeesemployees. The Advisor manages our day-to-day business with the assistance of our Property Manager, and have retainedaffiliates of the Advisor to manageemploy the persons who provide these services, including our day-to-day operations.named executive officers. The Advisor isand the Property Manager are under common control with AR Global. Mr. Weil, one of our directors, is the chief executive officer of AR Global and hasowns a non-controlling interest in the parent of AR Global.

The Board of Directors held a total of 2210 meetings and took action by written consent or electronically on four12 occasions during the year ended December 31, 2016.2023. All directors and nominees attended 92% of the total number of meetings while they were a memberall of the Board of Directors. Two of our directors at the timemeetings and all of the 2016 annual stockholders’ meetingmeetings of the Board committees on which such directors served during such period, with the exception of Mr. Penn, who attended at least 75% of the aggregate meetings of the Board and the Board committees on which he served during such period. All directors attended the 2016 annual stockholders’ meeting.2023 Annual Meeting of Stockholders. We encourage all directors and director nominees to attend our annual meetings of stockholders.

The Board of Directors has approved and organized ana standing audit committee and a nominating and corporate governance committee. In addition to functions typically performed byThe Company does not


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currently have a nominating and corporate governancecompensation committee, but the nominating and corporate governance committee also performscarries out the functionsresponsibilities typically associated with a compensation committee and as well as reviewing any conflicts of interest brought to the committee’s attention.

committee.

Leadership Structure of the Board of Directors

Leslie D. Michelson, an independent director, currently serves as theour non-executive chairchairman of the Board. W. Todd JensenMichael Anderson serves as our interimchief executive officer.
As non-executive chairman, Mr. Michelson organizes the work of the Board and presides over meetings of the Board. In addition, Mr. Michelson is involved in our strategy and operations, and he is expected to devote a significant amount of his time to the Company in this capacity. Mr. Michelson’s responsibilities include, among others: (i) overseeing organizational strategy with the chief executive officer and president. As interimother officers, responding to changes in the healthcare industry, in addition to setting Board strategy and objectives; (ii) meeting with key advisory and strategic relationships (credit and lending, accounting and audit, and investment banking), as well as key tenants and clients; (iii) monitoring our portfolio performance and serving as the principal liaison between the chief executive officer and president,the Board to communicate business and management topics; and (iv) consulting and communicating alongside the chief executive officers with stockholders.
As chief executive officer, Mr. Jensen is responsible for our operations and business strategy.Anderson works in coordination with Mr. Michelson. The Board believes that its leadership structure, which separates the non-executive chair and chief executive officer roles but also provides for collaborative work on strategy and operations, is appropriate at this time in lighttime. The goal of the inherent difference between the two roles. This division of authority and responsibilities also allows our chief executive officeris to capitalize on Mr. Michelson’s extensive experience with, knowledge of and influence in the industry, allowing Mr. Anderson to focus his time on our daily operations and our non-executive chair to focus his time on organizingmanaging the work of the Board and presiding over meetings of the Board.business. 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 chairchairman of the Board, presides over any executive sessions of the independent directors.

Board Diversity
The following matrix provides additional information about the diversity of our Board of Directors as of April 15, 2024.
TOTAL NUMBER OF DIRECTORS – 5​
​​​Female​​Male​​Nonbinary​​Did Not Disclose
Gender		​
PART 1: Gender Identity
​​​​1​​​​​4​​​​​​​​
Directors​​​​​​​​​​​​​​​​​​​
PART 2: Demographic Background​​​​​​​​​​​​​​​​​​​
African American or Black​​​​​​​​​​1​​​​​​​​
Alaskan Native or Native American​​​​​​​​​​​​​​​​​​​
Asian​​​​​​​​​​​​​​​​​​​
Hispanic or Latinx​​​​​​​​​​​​​​​​​​​
Native Hawaiian or Pacific Islander​​​​​​​​​​​​​​​​​​​
White​​​​1​​​​​3​​​​​​​​
Two or More Races or Ethnicities​​​​​​​​​​​​​​​​​​​
LGBTQ+​​​​​​​​​​​​​​​​​​​
Did Not Disclose Demographic Background​​​​​​​​​​​​​​​​​​​

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Oversight of Risk Management

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 material transactions, including property acquisitions and dispositions, the incurrence and assumption of debtdebts and securities offerings, as well as its oversight of the Company’s executive officers and the Advisor. The nominating and corporate governance committee reviews and approves all transactions with related parties affiliated with oursuch as the Advisor, or AR Global and their affiliates, 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.interest. The audit committee oversees management of accounting, financial, legal and regulatory risks.

Hedging Policy
The Board of Directors has not adopted, and the Company does not have, any specific practices or policies regarding the ability of the officers and directors of the Company, as well as employees of AR Global and its affiliates, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities.
Audit Committee

Our audit committee is comprised of Mr. Elman, Mr. Michelson, Ms. Tuppeny, Gov. Rendell, and Ms. Tuppeny,Mr. Penn, 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.rules, as well as the applicable listing standards of Nasdaq. Mr. Michelson is the chair of our audit committee. Our audit committee held eightfour meetings during the year ended December 31, 2016. Members2023. All members of the audit committee attended 100%all of the total number of meetings of thethese meetings. The audit committee while they were a member ofcharter is available on the audit committee. The charter of the audit committee is availableCompany’s website at www.healthcaretrustinc.com by clicking on “Investor Relations — Corporate Governance — Audit Committee Charter” and 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


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Relations — Corporate Governance — Audit Committee Charter.”222 Bellevue Ave., Newport, RI 02840. The Board of Directors has determined that Mr. Michelson, is qualifiedGov. Rendell, and Ms. Tuppeny each qualifies 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.

S-K.

The audit committee, in performing its duties, monitors:

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our financial reporting process;
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the integrity of our financial statements;
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compliance with legal and regulatory requirements;
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the independence and qualifications of our independent registered public accounting firm and internal auditors, as applicable; and
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the performance of our independent registered public accounting firm and internal auditors, as applicable.

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The audit committee’s report on our financial statements for the year ended December 31, 20162023 is discussed below under the heading “Audit Committee Report.”

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is comprised of Mr. Elman,Michelson, Mr. Michelson,Penn, Gov. Rendell and Ms. Tuppeny, each of whom is an independent director. “independent” within the meaning of the requirements set forth in the Exchange Act and the applicable SEC rules, as well as the applicable listing standards of Nasdaq.
Ms. Tuppeny serves as the chair of the nominating and corporate governance committee. Our nominating and corporate governance committee held sevendid not hold any 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.2023. 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 10022222 Bellevue Ave., Newport, RI 02840 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

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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.

Act.

The principal functions of the nominating and corporate governance committee, which also carries out responsibilities typically carried out by a compensation committee, are to:

identify qualified individuals•
provide counsel to become directorsthe Board with respect to the organization, function and composition of the Company;
recommend director candidates to fill vacancies on the Board and to stand for election by the stockholders at the annual meeting;its committees;
recommend committee assignments;​
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periodically assess the performance ofreview and, if appropriate, recommend to the Board of Directors;
review and recommend appropriatechanges to the Company’s corporate governance policies and procedures for the Company, including reviewingprocedures;
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monitor compliance with the Company’s codecorporate governance policies and procedures;
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identify and recommend to the Board potential director candidates for election as directors, consistent with criteria approved by the Board, and the selection of business conduct and ethicsnominees for the Company’s executive officers and senior financial officers;election as directors at annual meetings of stockholders (or special meetings of stockholders at which directors are to be elected);
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approve and evaluate all compensation plans, policies and programs if any, as they affect the Company’s executive officers;
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review and oversee the Company’s annual process, if any, for evaluating the performance of the Company’s executive officers;
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oversee the Company’s equity incentive plans, including, without limitation, the issuance of stock options, restricted shares of Common Stock, restricted stock units, dividend equivalent rights and other equity-based awards;
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assist the Board and the non-executive chairchairperson of the Company in overseeing the development of executive succession plans;
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determine from time to time the remuneration for the Company’s independent directors; and
for those actions​
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assist the Board in resolving conflict of interest situations and transactions brought tobetween the attention of the nominating and corporate governance committee in which we,Company, on the one hand, and any of AR Global, the Company’s sponsor, the Company’s Advisor, a director, an officer or any affiliate thereof, on the other hand,hand; and
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•
ensure that compensation programs are involved,designed to encourage high performance, promote accountability and assure that employee interests are aligned with the interests of the Company’s stockholders.
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In evaluating directors for nomination to the Board and to serve as members of each committee of the Board, the nominating and corporate governance committee hastakes into account the authority to:applicable requirements for members of committees of boards of directors under the Exchange Act, Nasdaq listing rules and the charter of the applicable committee and may take into account such other factors or criteria as the nominating and corporate governance committee deems appropriate. For purposes of recommending any nominee, the nominating and corporate governance committee may consider all criteria that it deems appropriate, which may include, without limitation:
ºreview and evaluate the terms and conditions, and determine the advisability of the transaction and conflict of interest situations between us and the other party;
ºnegotiate the terms and conditions of the transaction, and, if the nominating and corporate governance committee deems appropriate, but subject to the limitations of applicable law, approve the execution and delivery of documents in connection with that transaction on our behalf;
ºdetermine whether the transaction is fair to, and in our best interest and the best interest of our stockholders; and
ºrecommend to the Board of Directors what action, if any should be taken by the Board of Directors with respect to the transaction pursuant to the Charter.

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personal and professional integrity, ethics and values;
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experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-held company in today’s business environment;
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experience in the Company’s industry and with relevant social policy concerns;
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experience as a board member of another publicly-held company;
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academic expertise and experience in an area of the Company’s operations;
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diversity of both background and experience;
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practical and mature business judgment, including ability to make independent analytical inquiries;
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the nature of and time involved in a director’s service on other boards or committees; and
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with respect to any person already serving as a director, the director’s past attendance at meetings and participation in and contribution to the activities of the Board.
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The nominating and corporate governance committee evaluates each individual nominee in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. 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 nominating and corporate governance committee has not adopted a specific policy regarding the Board reviews the appropriate experience, skillsconsideration of director nominees recommended to our nominating 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 orcorporate governance committee 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.

stockholders. 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.our Bylaws. See “Stockholder Proposals for the 20182025 Annual Meeting” for additional information regarding stockholder nominations of director candidates.

The nominating and corporate governance committee has determined that all

Director Independence
Even though shares of our transactions with our Advisor, AR Global and their respective affiliates duringCommon Stock are not listed on Nasdaq, the year ended December 31, 2016 were fair and were approved in accordance with the applicable Company policies.

Director Independence

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 Nasdaq, the New York Stock Exchange (the “NYSE”) even though our shares are not listed on the NYSE. Act and SEC rules.

Based upon information provided by each nominee, the nominating and corporate governance committee and the Board of Directors hashave each affirmatively determined that Mr. Elman,none of Mr. Michelson, Gov. Rendell, and Ms. Tuppeny are independent and do not haveMr. Penn has any material relationshipsrelationship with the Company (either directlythat would interfere with his or as a partner, stockholder or officerher exercise of an organization that has a relationship withindependent judgment in carrying out the Company) other than asresponsibilities of a director and each of the Company and arethem is “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 inapplicable listing standards of Nasdaq as well as the NYSE. requirements set forth in the Exchange Act and SEC rules applicable to the committees on which each of them serve.
Managing Director
As described herein, our Bylaws require, among other things, that at any time the number of directors comprising the Board is less than five, one director must be a “managing director.” If at any time the number of directors comprising the Board is five or more, up to two directors must be “managing directors,” provided, however, that if only one managing director is identified by the Advisor, the Board will include one managing director. The term “managing director” is defined under the Bylaws as an individual identified by the Advisor or, if not identified, the individual serving as the Company’s chief executive officer. Mr. Weil is identified by the Advisor as a managing director.
Family Relationships
There are no familial relationships between any of our directors and executive officers.

Compensation Committee Interlocks and Insider Participation
No member of the nominating and corporate governance committee (which oversees any compensation plans or programs) is or ever has been an officer or employee of the Company and no member of the nominating and corporate governance committee had any relationships during 2023 requiring disclosure by us under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. No executive officer serves as a member of a board of trustees or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of the Board or the nominating and corporate governance committee. Accordingly, for the fiscal year ended December 31, 2023, there were no interlocks with other companies within the meaning of the SEC’s proxy rules.

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Communications with the Board of Directors

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 10022,222 Bellevue Ave., Newport, RI 02840, Attention: Secretary. TheOur 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.



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​


COMPENSATION AND OTHER INFORMATION CONCERNING OFFICERS,
DIRECTORS AND CERTAIN STOCKHOLDERS

Compensation of Executive Officers

Discussion and Analysis

Overview
We are an externally managed REIT and we have no employees. We therefore do not employ our named executive officers, have agreements with them regarding their compensation or otherwise determine the compensation earned by, or paid to, them. Our Advisor performsmanages our day-to-day management functions. Our current executive officers, Mr. W. Todd Jensenbusiness with the assistance of our Property Manager, and Ms. Katie P. Kurtz are both employees of affiliates of the Advisor.Advisor employ the persons who provide these services, including our named executive officers. 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.

Directors and Executive Officers

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:

NameAgePosition(s)
W. Todd Jensen51Interim Chief Executive Officer and President
Katie P. Kurtz37Chief Financial Officer, Secretary and Treasurer
Edward M. Weil, Jr.50Director
Lee M. Elman80Independent Director
Leslie D. Michelson66Non-Executive Chair; Audit Committee Chair
Edward G. Rendell73Independent Director
Elizabeth K. Tuppeny56Independent Director; Nominating and Corporate Governance Committee Chair

W. Todd Jensen

W. Todd Jensen has served as interim chief executive officer of the Company,pay the Advisor and the Property Manager since March 2016certain fees and reimburse them for certain expenses as presidentrequired by the terms of our agreements with them. For further details regarding our arrangements with the Advisor, the Property Manager and their affiliates, see the discussion below and in “Certain Relationships and Related Transactions.”

AR Global, the parent company of the Company,Advisor, determines the salaries, bonuses and other benefits earned by, or paid to, our named executive officers. Our advisory agreement does not require our named executive officers to dedicate a specific amount of time to fulfilling their obligations or those of the Advisor and its affiliates or specify an amount or percentage of the Property Manager since December 2015. He has also servedamounts we pay to the Advisor or its affiliates that must be allocated to compensating our named executive officers. While Mr. Anderson, our chief executive officer, may, in his capacity as chief investment officerthe senior vice president and general counsel of AR Global, play a role in AR Global’s process for determining the compensation earned by, or paid to, our named executive officers by the Advisor or its affiliates, neither our Board nor our nominating and corporate governance committee (which carries out the responsibilities typically associated with a compensation committee) is involved with or consulted regarding this process. We are required by the terms of our advisory agreement to reimburse the Advisor for salaries, wages (including bonuses) and benefits of certain of our named executive officers, subject to certain limits described in more detail below.
Expense Reimbursements
We are required by the terms of our advisory agreement to reimburse the Advisor for salaries, wages (including bonuses) and benefits of employees of the Advisor sinceor its formationaffiliates involved in October 2012. Previously, from October 2012 untilproviding services to us, subject to certain limits. The aggregate amount of all reimbursements for salaries, wages and benefits for employees of the Advisor or its affiliates (including executive officers) is subject to a limit for each fiscal year that is equal to the greater of a fixed and a variable component based on a percentage of the Company’s total real estate investments, at cost. Each component of the limit increases each year by an annual cost of living adjustment. For the year ended December 2015, Mr. Jensen served as chief investment31, 2023, the fixed component was approximately $8.0 million, which exceeded the variable component. The fixed component of the limit is subject to reduction in connection with certain dispositions that reduce the assets of the Company. See “Certain Relationships and Related Transactions — Advisor — Professional Fees and Other Reimbursements” for further details. Furthermore, we are not responsible for reimbursing the salaries, wages and benefits of any executive officer of the Company who is also a partner, member or equity owner of AR Global.
Other Compensation
We have not adopted any other compensation plans, policies and asprograms affecting our named executive vice presidentofficers. The nominating and corporate governance committee is responsible for approving and evaluating all compensation plans, policies and programs affecting our executive officers if we adopt any compensation plans, policies and programs affecting our executive officers in the future. We have not made any equity awards to our named executive officers. The nominating and corporate governance committee is also responsible for approving and administering all grants of awards under our restricted share plan (as amended, the “RSP”) to our named executive officers.
No compensation consultant played any role in any matters related to the Company’s arrangements involving its named executive officers during 2023 or in prior periods.

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Pay Ratio
We have not included a ratio 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 interimcompensation our chief executive officer of HT III,to our median employee because we do not have any employees.
Summary Compensation Table
The following table summarizes the HT advisorannual compensation received by our named executive officers for the fiscal years ended December 31, 2023, 2022 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, 2021:
Name and Principal Position​​Year​​Salary
($)		​​Bonus
($)		​​
Stock
Awards
($)(1)
​​All Other
Compensation
($)		​​Total
($)		​
Edward M. Weil, Jr.,
Former Chief Executive Officer
and President**		​​​​2023​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​2021​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Scott M, Lappetito,
Chief Executive Officer, Secretary
and Treasurer		​​​​2023​​​​$312,768​​​​$72,177​​​​​—​​​​$
35,287(2)
​​​​$420,232​​
​​​2022​​​​$321,521​​​​$47,666​​​​​—​​​​$
29,023(2)
​​​​$398,210​​
​​​2021​​​​$
21,208(1)
​​​​$
4,936(1)
​​​​​—​​​​$
2,166(2)
​​​​$28,310​​
Michael Anderson,
Chief Executive Officer***		​​​​2023​​​​$
104,999(1)
​​​​$
33,636(1)
​​​​​—​​​​$
15,750(3)
​​​​$154,385​​
​​​2022​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
​​​2021​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​
**
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 previouslyWeil served as the executive vice presidentCompany’s Chief Executive Officer and chief investment officer of HT, the HT advisor and the HT property manager from February 2011President until January 2015 when HT closed its merger with Ventas, Inc. September 2023.
​
***
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.


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Katie P. Kurtz

Katie P. KurtzAnderson has served as the chief financial officer, treasurerCompany’s Chief Executive Officer since September 2023.

​
(1)
Represents the allocable share of salary and secretarybonus paid by the Advisor or its affiliates to each of Mr. Lappetito and Mr. Anderson, respectively, during the applicable year that was reimbursed by the Company pursuant to its advisory agreement.
​
(2)
Represents the allocable share of certain expenses incurred by the Advisor or its affiliates with respect to Mr. Lappetito that was reimbursed by the Company pursuant to our advisory agreement as follows: (1) for 2023: (a) $22,232 for payroll taxes and (b) $13,055 for matching contributions to Mr. Lappetitio’s 401(k); (2) for 2022: (a) $16,954 for payroll taxes; and (b) $12,069 for matching contributions to Mr. Lappetito’s 401(k); and (3) for 2021: (a) $1,218 for payroll taxes; and (b) $948 for matching contributions to Mr. Lappetito’s 401(k).
​
(3)
Represents the Property Manager since December 2015. Ms. Kurtzallocable share of certain expenses incurred by the Advisor or its affiliates with respect to Mr. Anderson that was reimbursed by the Company pursuant to our advisory agreement as follows: (a) $5,281 for payroll taxes and (b) $10,469 for matching contributions to Mr. Anderson’s 401(k).
​
Compensation Policies and Practices Related to Risk Management
The nominating and corporate governance committee has served asdetermined that, to the chief financial officer, treasurerlimited extent the Company has compensation policies and secretarypractice, none of HT III,those policies and practices create any risks that are reasonably likely to have a material adverse effect on the HT III advisor and the HT III property manager since December 2015. Katie P. Kurtz previously served as the chief financial officer, treasurer and secretary of RCA and the RCA advisor from November 2015 until the close of RCA’s merger with AFIN in February 2017. She previously served as chief financial officer, treasurer and secretary of BDCA II from August 2014 until December 2015, as chief financial officer and treasurer of Crossroads Capital, Inc. (f/k/a BDCA Venture, Inc.) from October 2014 until December 2015 and as chief accounting officer for BDCA from December 2013 until December 2015.

Prior to joining AR Global in July 2013, Ms. Kurtz was employed as vice president by The Carlyle Group (“Carlyle”), where she served as chief accounting officer for Carlyle GMS Finance, Inc., Carlyle’s business development company. From 2010 to 2012, Ms. Kurtz served as director of finance and controller for New Mountain Finance Corporation (“New Mountain”), an exchange-traded business development company. Prior to New Mountain, Ms. Kurtz served as controller at Solar Capital Ltd, an exchange-traded business development company, and in various accounting and financial reporting roles at GFI Group, Inc. Ms. Kurtz began her career at PricewaterhouseCoopers, LLP. Ms. Kurtz is a certified public accountant in New York State, holds a B.S. in Accountancy and a B.A. in German from Wake Forest University and a Master of Science in Accountancy from Wake Forest University.

Company.

Compensation of Directors

We pay to each of our independent directors the fees described below. All directors also receive reimbursement of reasonable out of pocket expenses incurred in connection with attendance at meetings of our Board of Directors. If a director also is our employee or an employee of ourthe Advisor or any of its affiliates, we do not pay compensation for services rendered as a director.

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.

We pay our independent directors a yearly retainer of $30,000 and an additional yearly retainer of $55,000 for the lead independent director or non-executive chair;chairman; $2,000 for all meetings personally attended by the directors ($2,500 for attendance by the chairperson of the audit committee at each meeting

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of the audit committee) and $1,500 for each meeting attended via telephone; $750 per transaction reviewed and voted upon electronically up to a maximum of $2,250 for three or more transactions reviewed and voted upon per meeting. If there isare a Board meeting and one or more committee meetings in one day, the director’s fees cannotmay not exceed $2,500 ($3,000 for the chairperson of the audit committee if there is a meeting of such committee).

Pursuant to In addition, since April 2017 our employeenon-executive chairman has received a monthly retainer of $25,000, and director incentive restricted share plan (the “RSP”),our independent directors (with Mr. Michelson abstaining) approved the continued payment of this monthly retainer during each independent director receives an automatic grant of $30,000 in restricted shares of Common Stock on the date of initial election to the Board of Directors and on the date of each annual stockholder’s meeting, in each case at the then-current estimated per-share net asset value (“Estimated Per-Share NAV”). The restricted shares vest over a five-year period following the grant date in increments of 20% per annum. For their participation as membersmonth of the special committee formed to evaluate strategic alternatives, including listing on a national securities exchange, on behalf of the Company, Mr. Michelson, Gov. Rendell and Ms. Tuppeny each received approximately $120,000, Dr. Froehlich received approximately $76,000, and Mr. Read received approximately $232,000.

year ending December 31, 2023.

We also pay a fee to each independent director for each external seminar, conference, panel, forum or other industry-related event attended in person and in which the independent director actively participates, solely in his or hersuch person’s capacity as an independent director of the Company, in the following amounts:

•
$2,500 for each day of an external seminar, conference, panel, forum or other industry-related event that does not exceed four hours, or
​
•
$5,000 for each day of an external seminar, conference, panel, forum or other industry-related event that exceeds four hours.
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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.

The following table sets forth information regarding compensation of our directors during the year ended December 31, 2016:

2023:
Name​​Fees Paid
in Cash
($)		​​
Stock
Awards
($)(1)
​​Option
Awards
($)		​​Non-Equity
Incentive
Plan
Compensation
($)		​​Changes in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)		​​All Other
Compensation
($)		​​Total
Compensation
($)		​
Edward M. Weil, Jr.​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​
Leslie D. Michelson​​​$413,500​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​$413,500​​
Edward G. Rendell​​​$56,500​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​$56,500​​
B.J. Penn​​​$55,000​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​$55,000​​
Elizabeth K. Tuppeny​​​$56,500​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​$56,500​​
       
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.  —   —   —   —   —   —   — 
​

(1)Value of restricted shares granted during the year ended December 31, 2016 calculated based on the then-current Estimated Per-Share NAV. Awards vest over a five-year period following the first anniversary of the date of grant.
(2)The amount reported as “All Other Compensation” represents the value of distributions received during the year ended December 31, 2016 on any restricted shares.
(3)Mr. Elman earned fees in the amount of $870 for services as a director during the year ended December 31, 2016.
(4)Represents 1,347 restricted shares granted on December 21, 2016.
(5)Dr. Froehlich, who was formerly an independent director of the Company, earned fees in the amount of $114,000 for services as a director during the year ended December 31, 2016. The payment of $134,500 includes $111,000 and $23,500 for services rendered during the years ended December 31, 2016 and 2015, respectively. On July 1, 2016, following approval by the Board, 1,333 unvested restricted shares of common stock owned by Dr. Froehlich vested simultaneously with his departure from the Board.
(6)Mr. Michelson earned fees in the amount of $207,557 for services as a director during the year ended December 31, 2016. The payment of $192,021 includes $185,271 and $6,750 for services rendered during the years ended December 31, 2016 and 2015, respectively.
(7)Represents 1,347 restricted shares granted on July 28, 2016.
(8)Mr. Read, who was formerly an independent director and non-executive chair of the Company, earned fees in the amount of $390,735 for services as a director, including fees earned for once being the non-executive chair, during the year ended December 31, 2016. The payment of $401,646 includes $329,021 and $72,625 for services rendered during the years ended December 31, 2016 and 2015, respectively.
(9)Represents 1,347 restricted shares granted on July 28, 2016. On October 11, 2016, following approval by the Board, 3,480 unvested restricted shares of common stock owned by Mr. Read vested simultaneously with his resignation as a member of the Board.

(1)
No restricted shares were granted during the year ended December 31, 2023. As of December 31, 2023, Mr. Michelson, held 51,643 unvested restricted shares, inclusive of 9,570 unvested restricted shares issued as quarterly stock dividends from October 2020 through January 2024. During the year ended December 31, 2023, Mr. Michelson received 5,171 shares of common stock in connection with quarterly stock dividends on the unvested restricted shares referenced in the immediately preceding footnote originally granted in August 2017. Dividends payable entirely in shares of common stock are treated in a fashion similar to a stock split for accounting purposes specifically related to per-share calculations for the current and prior periods. See Note 1- Organization to our 2023 Annual Report. These unvested restricted shares relate to a grant in August 2017 of 300,000 restricted shares to Mr. Michelson, with one-seventh of the shares vesting annually in equal increments over a seven-year period with initial vesting on August 4, 2018.

​

Pay Versus Performance Disclosure
As required by Item 402(v) of Regulation S-K, which was mandated by Section 953(a) of the Dodd-Frank Act, we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer or “PEO” and average “compensation actually paid” to

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(10)Gov. Rendell earned fees in the amount of $190,919 for services as a director during the year ended December 31, 2016. The $179,250 payment includes $174,000 and $5,250 for services rendered during the years ended December 31, 2016 and 2015, respectively.
(11)Represents 1,347 restricted shares granted on July 28, 2016.
(12)Ms. Tuppeny earned fees in the amount of $196,919 for services as a director during the year ended December 31, 2016. The $198,000 payment includes $174,500 and $23,500 for services rendered during the years ended December 31, 2016 and 2015, respectively.
(13)Represents 1,347 restricted shares granted on July 28, 2016.


our named executive officers or “NEOs” and the financial performance of the Company during the years ended December 31, 2023, 2022 and 2021, respectively, in each case calculated in a manner consistent with SEC rules.
Name​​
Summary
Compensation
Table Total
for PEO(1)
​​
Compensation
Actually Paid
to PEO(1)(2)
​​
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(2)(3)
​​
Average
Compensation
Actually Paid
to Non-PEO
NEOs(3)
​​Net Loss
Attributable
to Common
to Stockholders		​​Modified Funds
from Operations		​
​​​​​​​​​​​​​​​​​​​​​​​​​​​(in thousands)​​(in thousands)​
2023​​​$154,385​​​​$154,385​​​​$420,232​​​​$420,232​​​​$(86,097)​​​​$6,030​​
2022​​​$—​​​​​—​​​​$398,210​​​​$398,210​​​​$(93,285)​​​​$12,642​​
2021​​​$—​​​​​—​​​​$28,310​​​​$28,310​​​​$(92,942)​​​​$22,940​​
​
(1)
Edward M. Weil, Jr. and Michael Anderson are the PEOs reflected in these columns for the fiscal year ended December 31, 2023. Mr. Weil was the sole PEO reflected in these columns for the fiscal years ended 2022 and 2021.
​
(2)
Compensation actually paid or “CAP” to our PEO and Non-PEO NEO is calculated based on the “Total Compensation” reported in the Summary Compensation Table above for each of the applicable fiscal years, adjusted to exclude and include certain items in accordance with Item 402(v) of Regulation S-K as follows.
​
(3)
Scott M. Lappetito is the non-PEO NEO reflected in these columns, and our only non-PEO for the covered fiscal years. Mr. Lappetito is the Company’s chief financial officer, treasurer and secretary.
​
Required Tabular Disclosure of Most Important Measures to Determine Fiscal 2023 CAP
In determining compensation actually paid for the year ended December 31, 2023, we did not consider any financial performance measures. Accordingly, we have not included a tabular list of our most important financial measures to determine compensation actually paid during the year ended December 31, 2023 pursuant to Item 402(v) of Regulation S-K and we have not included a “company selected measure” ​(CSM) column in the table above.
Share-Based Compensation

Restricted Share Plan

The RSP provides us with the ability to grant awards of restricted shares to our directors, officers and employees (if we ever have employees), employees, officers and directors of the Advisor and, its affiliates,as a general matter, employees of entitiesaffiliates of the Advisor that provide services to us, directors of the Advisor or of entities that provide services to us, certain of our consultants and certain consultants to the Advisor and its affiliates or to entities that provide services to us. Company.
The total number of shares of Common Stock reserved for issuancegranted as awards under the RSP willmay not exceed 5.0% of ourthe outstanding shares of Common Stock on a fully diluted basis at any time and in any event will not exceed 3,400,000approximately 4.1 million shares (as such number may be further adjusted for stock splits, stock dividends, combinations ofand similar events). Our RSP provides for the automatic grant of $30,000 in restricted shares of Common Stock at the then-current Estimated Per-Share NAV to each of the independent directors, without any further action by our Board of Directors or the stockholders, on the date of initial appointment to the Board and on each annual stockholders meeting. Restricted shares issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20% per annum.

Restricted share awards entitle the recipient to receive shares of our Common Stock under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient’s employment or other relationship with us. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed.
Any distributions to holders of restricted shares payable in shares of our Common Stock are subject to the same restrictions as the underlying restricted shares.

The following table sets forth information regarding securities authorized for issuance under the RSP as of December 31, 2016:

Plan CategoryNumber of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights		Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights		Number of
Securities Remaining
Available for Future
Issuance
Under Equity
Compensation
Plans (Excluding Securities Reflected
in Column (a))
(a)(b)(c)
Equity Compensation Plans approved by
security holders		———
Equity Compensation Plans not approved by
security holders		—$—3,390,079��
Total—$—3,390,079


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​


STOCK OWNERSHIP BY DIRECTORS, OFFICERS AND CERTAIN STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of the Company’sshares of Common Stock as of March 15, 2017,the close of business on the Record Date, in each case including shares of Common Stock which may be acquired by such persons within 60 days, by:

by certain persons, including:
•
each person known by the Company to be the beneficial owner of more than 5% of itsthe outstanding shares of Common Stock based solely upon the amounts and percentages contained in the public filings of such persons;
​
•
each of the Company’s named executive officers and directors; and
​
•
all of the Company’s executive officers and directors as a group.

​
Beneficial Owner(1)
​​Number of
Shares

Beneficially
Owned		​​Percent of

Class		​
W. Todd Jensen—* 
Katie P. Kurtz—* 
Edward M. Weil, Jr.(2)
​​​​—(2)​​​​* ​—​​
Lee M. ElmanMichael Anderson​​1,347​(3)​—​​* ​​​—​​
Scott M. Lappetito​​​​—​​​​​—​​
Leslie D. Michelson(3)
​​2,685​(4)​371,448​​​​​*​​
B.J. Penn​​​​19,349​​​​​*​​
Edward G. Rendell​​2,680​(5)​33,860​​​​​*​​
Elizabeth K. Tuppeny​​5,427​(6)​37,220​​​​​*​​
All directors and executive officers as a group (seven persons)​​12,139​​461,877​​* ​

​​*Less than 1%.​​
(1)The business address of each individual or entity listed in the table is 405 Park Avenue, 14th Floor, New York, New York 10022. Unless otherwise indicated, the individual or entity listed has sole voting and investment power over the shares listed.
(2)Mr. Weil, one of our directors, is also the chief executive officer of AR Global. While Mr. Weil has a non-controlling interest in the parent of AR Global, Mr. Weil does not have direct or indirect voting or investment power over any shares that AR Global may own and Mr. Weil disclaims beneficial ownership of such shares. Accordingly, the shares included as beneficially owned by Mr. Weil do not include the 8,888 shares of our Common Stock or the 359,340 shares of Common Stock that may be issuable in exchange for certain operating partnership interests that are directly or indirectly beneficially owned by AR Global.
(3)Includes 1,347 unvested restricted shares issued to Mr. Elman granted on December 21, 2016 which vest annually over a five-year period in equal installments.
(4)Includes 2,413 unvested restricted shares issued to Mr. Michelson, including (i) 1,066 granted on December 1, 2015; and (ii) 1,347 granted on July 28, 2016, all of which vest annually over a five-year period in equal installments.
(5)Includes 2,413 unvested restricted shares issued to Gov. Rendell, including (i) 1,066 granted on December 1, 2015; and (ii) 1,347 granted on July 28, 2016, all of which vest annually over a five-year period in equal installments.
(6)Includes 3,480 unvested restricted shares issued to Ms. Tuppeny, including (i) 267 granted on February 14, 2013; (ii) 800 granted on May 29, 2014; (iii) 1,066 granted on July 13, 2015; and (iv) 1,347 granted on July 28, 2016, all of which vest annually over a five-year period in equal installments.
​

*
Less than 1%.

​

(1)
The business address of each individual or entity listed in the table is 222 Bellevue Ave., Newport, RI 02840. Unless otherwise indicated, the individual or entity listed has sole voting and investment power over the shares listed.
​
(2)
Mr. Weil, one of our directors, is also the chief executive officer of AR Global. While Mr. Weil has a non-controlling interest in the parent of AR Global, Mr. Weil does not have direct or indirect voting or investment power over any securities that AR Global may own and Mr. Weil disclaims beneficial ownership of such securities. Accordingly, the shares included as beneficially owned by Mr. Weil do not include the approximately 10,873 shares of our Common Stock or the 439,459 shares of Common Stock that may be issuable if performance and other conditions are met, in exchange for partnership units of our operating partnership, Healthcare Trust Operating Partnership, L.P. (the “OP”), designated as “Class B Units” ​(“Class B Units”) that are directly or indirectly beneficially owned by AR Global.
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(3)
Includes (i) 42,857 unvested restricted shares and (ii) 9,570 unvested restricted shares issued as quarterly stock dividends from October 2020 through January 2024.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

W. Todd Jensen,

Edward M. Weil, Jr., one of our interim chief executive officer and president,directors, also is the chief executive officer and president of ourthe Advisor and ourthe Property Manager. Katie P. Kurtz,Scott M. Lappetito, our chief financial officer, treasurer and secretary, is also the chief financial officer, treasurer and secretary of ourthe Advisor and ourthe Property Manager.

Our Michael Anderson, our chief executive officer, is also senior vice president and general counsel of the Advisor. The Advisor and ourthe Property Manager are owned and controlled directly or indirectly an affiliate of AR Global. Mr. William M. Kahane, our former executive chairman, has shared control ofby AR Global. Mr. Weil one of our directors, is also the chief executive officer of AR Global and has a non-controlling interest in the parent of AR Global.

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 of the purchase,

Advisor
Pursuant to our Advisor and the advisor of HT were under common control.

The limited partnershipadvisory agreement of our operating partnership, Healthcare Trust Operating Partnership, L.P. (the “OP”), provides for a special allocation, solely for tax purposes, of excess depreciation deductions of up to $10.0 million towith the Advisor, a limited partner of the OP. In connection with this special allocation, the Advisor has agreed to restore a deficit balance in its capital account in the event of a liquidation of the OP and has agreed to provide a guaranty or indemnity of indebtedness of the OP.

Advisor

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 expires on February 17, 2017,2027, and is automatically renewablerenewed 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 change“Change 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.

Asset Management Fees and Variable Management/Incentive Fees

Until March 31, 2015 under

Under the advisory agreement, as in effect at such time, the Company issued the Advisor an asset management subordinated participation for the Advisor’s asset management services by causing the OP to issue (subject to periodic approval by the Board) to the Advisor performance-based restricted, forfeitable partnership units of the OP designated as “Class B Units.” The Class B Units were intended to be profit interests and vest, and are no longer subject to forfeiture, at such time as: (x) the value of the OP’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) an other liquidity event or (3) the termination of the advisory agreement by an affirmative vote of a majority of the Company’s independent directors without cause; and (z) the Advisor is still providing advisory services to the Company (the “performance condition”). Unvested Class B Units will be forfeited immediately if: (a) the advisory 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 Company’s independent directors without cause before the economic hurdle has been met.

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


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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 Companyrequired 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 themonth. 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, 2023, the Company incurred approximately $21.8 million in cash asset management fees, including approximately $2.3 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, 2023.

In addition, the Second A&R Advisory Agreementadvisory agreement requires the Company to pay the Advisor a variable management/incentive fee quarterly in arrears equal to (1) the product of fully diluted number of shares of Common Stock outstanding multiplied by (2) (x) 15.0% of the applicable prior quarter’s Core Earnings (as defined below) per share in excess of $0.375 per share plus (y) 10.0% of the applicable prior quarter’s Core Earnings per share in excess of $0.47 per share. Core Earnings“Core Earnings” is defined as, for the applicable period, net income or loss, computed in accordance with GAAP,accounting principles generally accepted in the United States (“GAAP”), excluding non-cash equity compensation expense, the variable management/incentive fee, acquisition and transaction related fees and expenses, financing related fees and expenses, depreciation and amortization, realized gains and losses on the sale of assets, any unrealized gains or losses or other non-cash items recorded in net income or loss for the applicable period, regardless of whether such items are included in other comprehensive income or loss, or in net income, one-time events pursuant to changes in GAAP and certain non-cash charges, impairment losses on real estate related investments and other than temporary impairments of securities, amortization of deferred financing costs, amortization of tenant inducements, amortization of straight-line rent and any associated bad debt reserves, amortization of market lease intangibles, provision for loss loans, and other non-recurring revenue and expenses.expenses (in each case after discussions between the Advisor and the independent directors and approved by a majority of the independent directors). The variable management/incentive fee is payable to the Advisor or its assignees in cash or shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor. There was no fee similarAdvisor and the value of any 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

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ended December 31, 2023, the Advisor did not earn, and the Company did not incur any obligation to pay, a variable management/incentive fee to the Advisor.
With respect to periods ending prior to February 17, 2017.

Acquisition Fees

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


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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 Board determined in February 2018 that the economic hurdle had been satisfied, however none of the amount advanced for all loans orevents have occurred, including a listing of the shares of Common Stock on a national securities exchange, which would have satisfied the other investments. Asvesting requirement of December 31, 2016, the totalClass B Units. The Advisor receives cash distributions on each issued Class B Units equivalent to the cash distribution paid, if any, on shares of all cumulative acquisition fees, acquisition expenses and financing coordination fees didCommon Stock. Stock dividends do not exceedcause the 4.5% threshold.OP to issue additional Class B Units, rather, the redemption ratio to Common Stock is adjusted. For the year ended December 31, 2015,2023, as there were no cash distributions with respect to the Company incurred $10.3 million in acquisition fees and expense reimbursements fromCommon Stock, there were no cash distributions with respect to the Advisor. For the year ended December 31, 2016, the Company did not incur any acquisition fees or expense reimbursements from the Advisor.

Class B Units.

Acquisition Expenses
The Second A&R Advisory Agreement does not provide for the acquisition fee. However, the Advisor may continue to beis reimbursed for services provided for which it incurs 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.

Financing Coordination Fees

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, 2023. During the yearsyear ended December 31, 20152023, 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 approximately $32,000, all of which had been reimbursed by the Advisor, respectively.

Other OperatingCompany as of December 31, 2023.

Professional Fees and Other Reimbursements

The Company reimburses the Advisor’s costs of providing administrative services. Until March 31, 2015 under the advisory agreement as in effect at such time, these reimbursements were subject to certain limits. Neither the Original A&R Advisory Agreement nor the Second A&R Advisory Agreement contain any limits.

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 are not deferrals and, accordingly, will not be paid toboth occupied by employees of the Advisor inor its affiliates and owned by affiliates of the future.Advisor. 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. During the year ended December 31, 2015,2023, the Company incurred $10.6 million of reimbursement expenses from the Advisor electedand its affiliates for providing administrative services, of which $0.2 remained unpaid as of December 31, 2023.

Further, under the advisory agreement, the aggregate amount of expenses relating to forgive $1.2 millionsalaries, wages and benefits, including for executive officers and all other employees of the Advisor or its affiliates, that the Company is required to reimburse is limited (the “Capped Reimbursement Amount”), for each fiscal year, to an amount equal to the greater of: (a) a fixed component (the “Fixed Component”) and (b) a variable component (the “Variable Component”).

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Both the Fixed Component and the Variable Component increase by an annual cost of living adjustment equal to the greater of (x) 3.0% and (y) the CPI, as defined in fees. The Advisor did not elect to forgive any fees duringthe advisory agreement, for the prior year ended December 31st. For the year ended December 31, 2016.

Annual Subordinated Performance Fees and Brokerage Commissions

Pursuant2023, (a) the Fixed Component was equal to $8.0 million, which reflected a 3.1% increase over 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 anyprior 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


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another event which resultedas provided 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 propertyadvisory agreement, and (b) 50.0%the Variable Component was equal to: (i) the sum of 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 toinvestments, at cost as recorded on the Advisor, its affiliates and unaffiliated third parties exceed the lesser of (a) 6.0%balance sheet dated as of the contract sales price and (b) a reasonable, customary and competitive real estate commission. The brokerage commission payable tolast day of each fiscal quarter (the “Real Estate Cost”) in the Advisoryear, divided by four, which amount is then (ii) multiplied by 0.29%, which equaled approximately $7.6 million. Thus, $8.0 million 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 with the sale. DuringCapped Reimbursement Amount for the year ended December 31, 2016, the Company incurred and paid $0.3 million in brokerage commissions to the Advisor for the sale of three properties. No brokerage commissions were incurred or paid during the year ended December 31, 2015.

The Second A&R Advisory Agreement does not provide for the annual subordinated performance fee or for payment of brokerage commissions.

Termination Fees

Pursuant to the Original A&R Advisory Agreement, upon termination or non-renewal 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 plus2023.

If we sell real estate investments aggregating an amount equal to an annual 6.0% cumulative, pre-tax, non-compounded annual returnor more than 25% of Real Estate Cost, in one or a series of related dispositions in which the proceeds of the disposition(s) are not reinvested in Investments (as defined in the advisory agreement), then within 12 months following the disposition(s), the advisory agreement requires the Advisor and the Company to investors. The Special Limited Partner was ablenegotiate in good faith to electreset the Fixed Component; provided that if the proceeds of the disposition(s) are paid to defer its rightstockholders of the Company as a special distribution or used to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurred.

repay loans with no intent of subsequently re-financing and re-investing the proceeds thereof in Investments, the advisory agreement requires these negotiations within 90 days thereof, in each case taking into account reasonable projections of reimbursable costs in light of the Company’s reduced assets.

Termination Payments
Under the Second A&R Advisory Agreement,advisory agreement, upon the termination or non-renewal of the advisory agreement, as amended, the Advisor will beis entitled to receive from the Company all amounts due to the Advisor, including any change inof control fee and transition fee, as well as the then-present fair market value of the Advisor’s interest in the Company. All fees will be due within 30 days after the effective date of the termination of the agreement, as amended.

The Second A&R Advisory Agreement provides foradvisory agreement.

Upon a termination uponby either party in connection with a changeChange of control after February 14, 2019. The changeControl, we are required to pay the Advisor a Change of controlControl fee would be equal to the product of four multiplied by the Subject Fees (as defined below).
Upon a termination by the Company in connection with a transition to self-management, we are required to pay the Advisor a transition fee equal to (a) four and$15.0 million plus (b) the product of four multiplied by the Subject Fees, provided that the transition fee shall not exceed an amount equal to 4.5 multiplied by the Subject Fees.
The “Subject Fees”. The Subject Fees are equal to (i) the sumproduct of (i) four multiplied by the actual base management fee plus (ii) the product of four multiplied by the actual variable management/incentive fee, in each of clauses (i) and (ii), payable for the fiscal quarter immediately prior to the fiscal quarter in which the changeChange of control occurs,Control or transition to self-management, as applicable, is consummated, plus, (iii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity raised (but excluding proceeds from the Company’s distribution reinvestment plan) in respect of the fiscal quarter immediately prior to the fiscal quarter in which the changeChange of control occurs.

The Second A&R Advisory Agreement provides for termination uponControl or transition to self-management after February 14, 2019. self- management, as applicable, is consummated.

Special Allocation
The transition fee wouldLPA allows for the special allocation, solely for tax purposes, of excess depreciation deductions of up to $10.0 million to the Advisor, a limited partner of the OP. In connection with this special allocation, the Advisor has agreed to restore a deficit balance in its capital account in the event of a liquidation of the OP and has agreed to provide a guaranty or indemnity of indebtedness of the OP. No special allocation has been made to date.
Special Limited Partner
As of the date of this Proxy Statement, Healthcare Trust Special Limited Partner, LLC (the “Special Limited Partner”), an affiliate of the Advisor, owned approximately 10,873 shares of the Company’s outstanding Common Stock and holds a special limited partnership in the OP which entitles it to certain distributions (and any corresponding allocations) under the LPA.

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If our Common Stock is listed on a national exchange, the Special Limited Partner will be entitled to receive a promissory note as evidence of its right to receive subordinated incentive listing distribution from the OP equal to (a) $15.0 million15.0% of the amount by which the market value of all issued and outstanding shares of Common Stock plus (b)distributions that exceed the product of four multiplied by the Subject Fees, but no more thanaggregate capital contributed plus an amount equal to 4.5 multiplied by the Subject Fees.

Property Manager

Undera 6.0% cumulative, pre-tax non-compounded annual return to investors in the Company’s initial public offering of Common Stock. None of these distributions has been earned through the date of this Proxy Statement. If the Special 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.

Upon a liquidation or sale of all or substantially all of the Company’s assets, including through a merger or sale of stock, the Special Limited Partner will be entitled to receive a subordinated participation in the net sales proceeds of the sale of real estate assets from the OP equal to 15.0% of remaining net sale proceeds after return of capital contributions to investors in the Company’s initial public offering of Common Stock plus payment to investors of a 6.0% cumulative, pre-tax non-compounded annual return on the capital contributed by investors. None of these distributions has been earned through the date of this Proxy Statement. Any amount of net sales proceeds paid to the Special Limited Partner or any of its affiliates prior to the Company’s listing or termination or non-renewal of the advisory agreement with the Advisor, as applicable, will reduce dollar for dollar the amount of the subordinated incentive listing distribution described above and subordinated incentive termination distribution described below.
Pursuant to the LPA, upon termination or non-renewal of the advisory agreement, with or without cause, the Special Limited Partner will be entitled to receive a promissory note as evidence of its right to receive subordinated termination 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 plus an amount equal to an annual 6.0% cumulative, pre-tax, non-compounded annual return to investors in the Company’s initial public offering of Common Stock. The Special Limited Partner is able to elect to defer its right to receive a subordinated distribution upon termination until either a listing of our Common Stock on a national securities exchange or other liquidity event occurs. If the Special Limited Partner or any of its affiliates receives the subordinated incentive termination 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 listing distribution described above.
Property Manager
Pursuant to a property management and leasing agreement which took effect on February 14, 2013,with the Property Manager (as amended, the “Property Management Agreement”), unless the Company contracts with a third party, the Company pays the Property Manager a property management fee, ofon a monthly basis, equal to 1.5% of gross revenues from the Company’s stand-alone, single-tenant net leased properties managed and 2.5% of gross revenues from all other types of properties respectively.managed, plus market-based leasing commissions applicable to the geographic location of the property. The Company also reimburses the Property Manager for property level expenses. expenses incurred by the Property Manager. The Property Manager may charge a separate fee for the one-time initial rent-up or leasing-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties, and the Property Manager is allowed to receive a higher property management fee in certain cases if approved by our Board of Directors (including a majority of our independent directors).
If the Company contracts directly with third parties for such services, the Company will pay the third party customary market fees and will pay the Property Manager an oversight fee of up to 1.0% of the gross revenues of the property managed.managed by the third party. In no event will the Company pay the Property Manager or any affiliate of the Property Manager both a property management fee and an oversight fee with respect to any particular property.


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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.

The current term of the A&R Property Management Agreement toends on February 15, 2019. The A&R Property Management Agreement will17, 2025 and automatically renewrenews for successive one-year terms unless any party provides written notice of its intention to terminate

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the agreement at least ninety90 days prior to the end of the term. In addition, the A&R Property Management Agreement adds a provision that theThe Property Manager may assign the agreement to any party with expertise in commercial real estate which has, together with its affiliates, over $100.0 million in assets under management. For the years ended December 31, 2015 and 2016, the Company incurred from the Property Manager $1.3 million and $3.0 million in property management fees, respectively.

Former Arrangements

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. For

During the year ended December 31, 2015, we2023, the Company paid approximately $4.1 million in fees (including property management fees, leasing commissions and oversight fees) to the Property Manager. No other fees were paid to the Property Manager during the year ended December 31, 2023.
Summary of fees, expenses and related payables
The following table details amounts incurred $3.4 millionand payable in connection with these services. We did not incur any amountsthe Company’s operations- related services described above as of and for the periods presented:
(In thousands)​​Year Ended
December 31, 2023		​​Payable
(Receivable) as of
December 31, 2023		​
One-time fees and reimbursements:​​​​​​​​​​​​​
Acquisition cost reimbursements​​​$32​​​​$—​​
Ongoing fees and reimbursements:​​​​​​​​​​​​​
Asset management fees​​​​21,831​​​​​—​​
Property management fees(1)
​​​​4,135​​​​​97​​
Professional fees and other reimbursements(2)
​​​​10,595​​​​​198​​
Total related party operation fees and reimbursements​​​$36,593​​​​$295​​
​
(1)
Inclusive of $0.4 million of leasing commissions which is included in connection with these servicesprepaid expenses and other assets on the consolidated balance sheet as of December 31, 2023.
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(2)
Included in general and administrative expenses in the consolidated statements of operations. Includes $6.9 million subject to the Capped Reimbursement Amount for the year ended December 31, 2016. Mr. Weil served as chief executive officer of RCAP until November 20152023.
​
Indemnification Obligations
Subject to conditions and a director of RCAP until December 2015. Priorexceptions, the Company has agreed pursuant to or in connection with the RCAP bankruptcy in January 2016, all arrangements between either us, including agreements entered into by AR Globaladvisory agreement to indemnify the Advisor and its affiliates, on our behalf, on the one hand,as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and subsidiaries of RCAP, on theemployees, from and against all losses, claims, damages, joint or several, expenses (including reasonable attorneys’ fees and other hand, were terminated.

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 oflegal fees and expenses), judgments, fines, settlements, and 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 namedamounts arising in the suit, nor are thereperformance of their duties under the advisory agreement. Subject to conditions and exceptions, the Company has also agreed to advance any allegations related toindemnitee legal expenses and other costs incurred as a result of any legal action for which the services the Advisor provides to us. Our Advisor has informed us that it believes that the suitindemnification being sought is without merit and intends to defend against it vigorously.

Investment Allocation Agreement

We entered into an investment opportunity allocation agreement, or the healthcare allocation agreement, with HT III which impacts our ability to make investments in our target assets. Pursuant to the healthcare allocation agreement, if either of our advisors determines that one or more proposed healthcare property acquisitions is appropriate for its fund, and assuming each fund has sufficient capital to support such proposed healthcare property acquisition, such proposed healthcare property acquisition will be presented to our Board of Directors and the board of directors of HT III for a vote on whether to pursue such proposed healthcare property acquisition. If both of our boards of directors approve to pursue such proposed healthcare property acquisition, then the acquisitions of such properties will be subject to rotation between us and HT III, depending on whether the fund have sufficient capital to acquire all or some of the proposed healthcare property acquisitions and which fund most recently made a property acquisition. Notwithstanding the foregoing, any priority to proposed healthcare property acquisitions will be lifted in cases in which a proposed healthcare property acquisition would overly concentrate us or HT III in a particular industry, geographical region or tenant.

Indemnification Agreements

permissible.

We have entered into indemnification agreements with the Advisor and certain of its affiliates, each of our directors and officers, and certain former directors and officers, providing for indemnification of such directorsthat we will indemnify them to the extent permitted by Maryland law and officersour charter and advance expenses to them in connection with claims or liability they may become subject to due to their service to us consistent with the provisions of our Charter. Nocharter and Maryland law.
We have not paid the Advisor or any of its affiliates for any amounts have been paid by uspursuant to these individuals pursuant to our indemnification agreementsobligations through March 27, 2017.

Affiliated Transaction Best Practices Policy

Pursuant to AR Global’s affiliated transaction best practices policy, which was approved by our Board, we may not enter into any co-investments or any other business transaction with, or provide funding or make loans to, directly or indirectly, any investment program or other entity sponsored by the AR Global groupdate of companies or otherwise controlled or sponsored, or in which ownership (other than certain minority interests)

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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.

Certain Conflict Resolution Procedures

Every transaction that we enter into with ourthe Advisor or its affiliates is subject to an inherent conflict of interest. Our Board of Directors may encounter conflicts of interest in enforcing our rights against any affiliate of our Advisorthese entities in the event of a default by or disagreement with an affiliate or in invoking powers, rights or options pursuant to any agreement between us and ourthe Advisor or any of its affiliates.


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Our nominating and corporate governance committee reviews the materialand evaluates all related party transactions, between the Advisor, AR Global and their respective affiliates,including all transactions in which we, on the one hand, and us,the Advisor, AR Global or any of their affiliates, on the other hand. The nominating and corporate governance committee has determined that all ourhand, are involved. All related party transactions with our Advisor, AR Global and their respective affiliates during the year ended December 31, 2016 were fair2023 and during the period from January 1, 2024 through the date of this Proxy Statement were approved in accordance with the applicable Company policies.policies consistent with the nominating and corporate governance committee charter which requires a determination that each related party transaction is fair to us and in our best interests. Either our nominating and corporate governance committee, our audit committee or our independent directors acting as a group has made this determination for each related party transaction. See “Proposal No. 1“Board of Directors, Executive Officers and Corporate Governance — Election Of Directors — Oversight of Conflicts of Interest.Nominating and Corporate Governance Committee.”

In addition to the foregoing, we entered into the Allocation Agreement with HT III. See “— Investment Allocation Agreement.”


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AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors has furnished the following report on its activities during the year ended December 31, 2016.2023. The report is not deemed to be “soliciting material” or “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except to the extent that the Company specifically incorporates it by reference into any such filing.

To the Directors of Healthcare Trust, Inc.:

We have reviewed and discussed with management Healthcare Trust, Inc.’s audited financial statements as of and for the year ended December 31, 2016.

2023.

We have discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 1301, Communication with Audit Committees, as amended, as adopted bythe applicable requirements of the Public Company Accounting Oversight Board.

Board and the Securities and Exchange Commission.

We have received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and have discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence.

Based on the reviews and discussions referred to above, we recommendrecommended to the Board of Directors that the financial statements referred to above be included in the 2023 Annual Report.
Audit Committee
Leslie D. Michelson (Chair)
B.J. Penn
Gov. Edward G. Rendell
Elizabeth K. Tuppeny

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COMPENSATION COMMITTEE REPORT
The Company does not currently have a Compensation Committee of the Board of Directors, but the Nominating and Corporate Governance Committee of the Board of Directors carries out the responsibilities typically associated with a compensation committee. The Nominating and Corporate Governance Committee of the Board of Directors has furnished the following report. The report is not deemed to be “soliciting material” or “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing under the Securities Act, or the Exchange Act except to the extent that the Company specifically incorporates it by reference into any such filing.
To the Directors of Healthcare Trust, Inc.:
We have reviewed and discussed the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K of the Securities Exchange Act of 1934, as amended, with management.
Based on the review and discussions described above, we recommended to the Board of Director that the “Compensation Discussion and Analysis” be included in Healthcare Trust, Inc.’s proxy statement and incorporated by reference into the 2023 Annual Report on Form 10-K for the year ended December 31, 2016.

AuditReport.

Nominating and Corporate Governance Committee
Elizabeth K. Tuppeny (Chair)
Leslie D. Michelson (chair)
Lee M. Elman

Gov. Edward G. Rendell
Elizabeth K. Tuppeny


B.J. Penn


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PROPOSAL NO. 1 — ELECTION OF DIRECTORS
Our Board of Directors is currently comprised of five members, of which four are independent directors as that term is defined in the Nasdaq rules and our Bylaws. Our Bylaws provide that the number of directors may not be less than one, which is the minimum number required by the MGCL, or more than 15. The Board of Directors is divided into three classes of directors. At the Annual Meeting, one Class I director will be elected to serve until the 2027 Annual Meeting and until his successor is duly elected and qualifies. Each director serves until the annual meeting of stockholders held in the third year following the year of his or her election and until his or her successor is duly elected and qualifies. The number of directors in each class may be changed from time to time by the Board to reflect matters such as an increase or decrease in the number of directors so that each class, to the extent possible, will have the same number of directors.
The Board of Directors has nominated B.J. Penn for election as a Class I director at the Annual Meeting, to serve until our 2027 Annual Meeting and until his successor is duly elected and qualifies. Mr. Penn currently serves as a Class I director of the Company.
The proxy holder named on the proxy card intends to vote “FOR” the election of Mr. Penn as the Class I director. The election of the Class I director requires the affirmative vote of a plurality of all the votes cast at the Annual Meeting, provided that a quorum is present. Withhold votes and broker non-votes, if any are applicable, will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
We know of no reason why Mr. Penn will be unable to serve if elected. If, at the time of the Annual Meeting, Mr. Penn should become unable to serve, shares represented by proxies will be voted “FOR” any substitute nominee 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.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF B.J. PENN AS A CLASS I DIRECTOR, TO SERVE UNTIL THE COMPANY’S 2027 ANNUAL MEETING AND UNTIL HIS SUCCESSOR IS DULY ELECTED AND QUALIFIES.

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PROPOSAL NO. 2 — 

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the Board of Directors has selected and appointed KPMGPwC as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2017. KPMG2024. PwC has audited our consolidated financial statements every year since the year ended December 31, 2014. KPMG2019. PwC reports directly to our audit committee.

Although ratification by stockholders is not required by law or by our bylaws, thecharter or Bylaws, our audit committee believes that submission of its selection to stockholders is a matter of good corporate governance. PwC reports directly to our audit committee. Even if the appointment is ratified, theour audit committee, in its discretion, may select a different independent registered public accounting firm at any time if theour audit committee believes that such a change would be in the best interests of the Company and its stockholders.Company. If our stockholders do not ratify the appointment of KPMG, thePwC, our audit committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of an independent registered public accounting firm.

This proposal requires the affirmative vote of a majority of all of the votes cast at the Annual Meeting, provided that a quorum is present. Abstentions will not be counted as votes cast and will have no effect on the result of the vote on this proposal, although they will be considered present for the purpose of determining the presence of a quorum. Because brokers have discretionary voting authority with regard to this proposal we do not expect any broker non-votes in connection with this proposal.
A representative of KPMGPwC will attend the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

Fees

Aggregate

The following table summarizes the fees billed to us for professional services rendered by KPMGPricewaterhouseCoopers LLP, all of which have been approved by the audit committee, for and during the fiscal years ended December 31, 20162023 and December 31, 2015 were as follows:

Audit Fees

Audit fees incurred from KPMG for the years ended December 31, 2016 and December 31, 2015 were $828,200 and $953,606, respectively.

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 Related Fees

There were no audit related fees incurred from KPMG for the years ended December 31, 2016 and December 31, 2015.

Tax Fees

There were no tax fees billed by KPMG for the years ended December 31, 2016 and December 31, 2015.

All Other Fees

There were no other fees billed by KPMG for the years ended December 31, 2016 and December 31, 2015.

2022, respectively:

​​​2023​​2022​
Audit Fees​​​$1,737,800​​​​$1,706,000​​
Audit Related fees​​​​—​​​​​—​​
Tax Fees​​​​—​​​​​—​​
All Other Fees​​​​—​​​​​—​​
Total​​​$1,737,800​​​​$1,706,000​​
Pre-Approval Policies and Procedures

In considering the nature of the services provided by the independent registered public accounting firm, the Audit Committeeour audit committee determined that such services are compatible with the provision of independent audit services. The Audit CommitteeOur audit committee discussed these services with the independent registered public accounting firm and the Company’s management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the related requirements of the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants. All services rendered by KPMGPwC were pre-approved by the Audit Committee.

audit committee.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMGPwC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017.

2024.


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​SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s officers and directors and persons who beneficially own more than 10% of the Common Stock of the Company to file initial reports of ownership of such securities and reports of changes in ownership of such securities with the SEC. Such officers, directors and 10% stockholders of the Company are also required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on the Company’s review of the copies of such forms received by it with respect to the year ended December 31, 2016, all reports were filed on a timely basis.

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CODE OF ETHICS

The Board of Directors adopted aan Amended and Restated Code of Business Conduct and Ethics effective as ofon March 7, 2013 (the “Code of Ethics”), which is applicable to the directors, officers and employees of the Company and its subsidiaries and affiliates. The Code of Ethics covers topics including, but not limited to, conflicts of interest, confidentiality of information, full and fair disclosure, reporting of violations and compliance with laws and regulations.

The Code of Ethics is available on the Company’s website atwww.healthcaretrustinc.com by clicking on “Investor Relations — Corporate Governance — Code of Ethics.” You may also obtain a copy of the Code of Ethics by writing to our secretary at: Healthcare Trust, Inc., 405 Park Avenue, 14th Floor, New York, New York 10022,222 Bellevue Ave., Newport, RI 02840, Attention: Katie P. Kurtz.Secretary. A waiver of the Code of Ethics for our interim chief executive officer, chief financial officer, chief accounting officer or controller may be made only by the Board of Directors or the appropriate committee of the Board of Directors and will be promptly disclosed to the extent required by law. If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics, to our chief executive officer, chief financial officer, chief accounting officer or controller or persons performing similar functions, we will disclose the nature of the amendment or waiver on our website or in a reportCurrent Report on Form 8-K. A waiver of the Code of Ethics for all other employees may be made only by our interim chief executive officer, chief operating officer or general counsel and shall be discussed with the Board of Directors or a committee of the Board of Directors as appropriate.

OTHER MATTERS PRESENTED FOR ACTION AT THE 2017 ANNUAL MEETING

Our Board of Directors does not intend to present for consideration at the Annual Meeting any matter other than those specifically set forth in the Notice of Annual Meeting of Stockholders. If any other matter is properly presented for consideration at the meeting, either of the persons named in the proxy, acting individually and without the other, will vote thereon pursuant to their discretion, to the discretionary authority conferredextent permitted by Rule 14a-4(c) under the proxy.

Exchange Act.


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STOCKHOLDER PROPOSALS FOR THE 20182025 ANNUAL MEETING

Stockholder Proposals in the Proxy Statement

Rule 14a-8 under the Exchange Act addresses when a company must include a stockholder’s proposal in its proxy statement and identify the proposal in its form of proxy when the Company holds an annual or special meeting of stockholders. UnderFor stockholder proposals within the scope of Rule 14a-8 and submitted in accordance with the procedures specified thereunder, in order for a stockholderthe proposal to be considered for inclusion in the proxy statement and proxy card relating to our 2018 annual meeting of stockholders,2025 Annual Meeting, the proposal must comply with Rule 14a-8 and be received at our principal executive offices by December 16, 2024. Any proposal received after such date will be considered untimely.
Stockholder Proposals and Nominations for Directors to Be Presented at Meetings
Requests for inclusion of any nomination of an individual to serve as a director or other business proposal under our Bylaws must be submitted in accordance with the procedures set forth in our Bylaws and include the information specified in the Bylaws. Under our current Bylaws, nominations of individuals to serve as directors or other business proposals must be in writing and, to be properly submitted for presentation at our 2025 Annual Meeting, must be delivered to our secretary at our principal executive offices during the period beginning on October 30, 2017November 16, 2024 and ending at 5:00 p.m., Eastern Time, on November 29, 2017. Any proposal received afterDecember 16, 2024. In addition, in order to comply with the applicable timeSEC’s universal proxy rules, any stockholder who intends to solicit proxies in the previous sentence will be considered untimely.

Stockholder Proposals and Nominations for Directors to Be Presented at Meetings

For any proposal that is not submitted for inclusion insupport of director nominees other than our proxy materialnominees for the 2025 Annual Meeting but is instead sought to be presented directly atmust also provide notice that meeting,sets forth the information required by Rule 14a-4(c)14a-19(b) under the Exchange Act permits our managementno later than March 30, 2025, including providing a statement that such stockholder intends to exercise discretionary voting authority under proxies it solicits unless we receive timely noticesolicit the holders of shares of Common Stock representing at least 67% of the proposal in accordance with the procedures set forth in our bylaws. Under our bylaws, for a stockholder proposal to be properly submitted for presentation at our 2018 annual meeting of stockholders, our secretary must receive written noticevoting power of the proposal at our principal executive offices duringCommon Stock entitled to vote on the period beginningelection of directors in support of director nominees other than the Company’s nominees. If the 2025 Annual Meeting is changed by more than 30 calendar days from the first anniversary of the 2024 Annual Meeting, stockholders must also provide notice that sets forth the information required by Rule 14a-19(b) under the Exchange Act no later than the later of 60 calendar days prior to the date of the 2025 Annual Meeting or the 10th calendar day following the day on October 30, 2017 and ending at 5:00 p.m., Eastern Time, on November 29, 2017. Any proposal received afterwhich public announcement of the applicable time indate of the previous sentence will be considered untimely. Additionally, a stockholder proposal must contain information specified in our bylaws.

2025 Annual Meeting is first made.

All nominations must also comply with our bylaws. Alland other business proposals should be sent via registered, certified or express mail to our secretary at our principal executive offices at: Healthcare Trust, Inc., 405 Park Avenue, 14th Floor, New York, NY 10022,222 Bellevue Ave., Newport, RI 02840, Attention: Katie P. KurtzSecretary (telephone: (212) 415-6500).

By Order of the Board of Directors,

/s/ Katie P. Kurtz

Katie P. Kurtz
Scott M. Lappetito
​
Scott M. Lappetito
Chief Financial Officer, TreasurerSecretary and Secretary

Treasurer


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HEALTHCARE TRUST, INC. PO Box 43131Providence, RI 02940-3131 EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS:VOTE ON THE INTERNETLog on to: www.proxy-direct.com or scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONE Call 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelope VIRTUAL MEETINGat the following Website: www.meetnow.global/MZLYVUF on May 29, 2024at 3:00 p.m. Eastern Time.To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.Please detach at perforation before mailing. PROXY HEALTHCARE TRUST, INC. ANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON MAY 29, 2024 THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS. The undersigned stockholder(s) of Healthcare Trust, Inc., a Maryland corporation (the “Company”), revoking previous proxies, hereby appoints Michael Anderson and Scott M. Lappetito, or any one of them, true and lawful attorneys with power of substitution of each, to vote all shares of Healthcare Trust, Inc., which the undersigned is entitled to vote, at the Annual Meeting of Stockholders (“Annual Meeting”) to be held virtually only, on May 29, 2024, commencing at 3:00 p.m. Eastern Time, at the following Website: www.meetnow.global/MZLYVUF. To participate in the Virtual Meeting please follow the instructions in the Proxy Materials and enter the 14-digit control number from the shaded box on this card. The undersigned hereby revokes any and all previous proxies with respect to such shares heretofore by the undersigned.Receipt of the Notice of Annual Meeting and the accompanying Proxy Statement is hereby acknowledged by the undersigned. If this Proxy is executed but no instructions are given, the votes entitled to be cast by the undersigned will be cast “FOR” each of the Proposals. Additionally, in their discretion, the proxy holders named above are authorized to vote upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 xxxxxxxxxxxxxx HTI_33891_040924PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE code

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EVERY STOCKHOLDER’S VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders of Healthcare Trust, Inc.to Be Held Virtually on May 29, 2024, at 3:00 p.m. (Eastern Time)The Proxy Statement and Annual Report on Form 10-K for this meeting are available at: https://www.proxy-direct.com/hti-33891IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARDPlease detach at perforation before mailing.TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: A ProposalsTHE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDED THAT YOU VOTE “FOR” EACH OF THE PROPOSALS.1.The election of one Class I director to serve until our 2027 Annual Meeting of stockholders (the “2027 Annual Meeting”) and until hissuccessor is duly elected and qualifies.FOR WITHHOLD01.B.J. Penn 2.The ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independentregistered public accounting firm for the year ending December 31, 2024.3.The transaction of such other matters as may properly come before the Annual Meeting. FOR AGAINST ABSTAINAuthorized Signatures This section must be completed for your vote to be counted. Sign and Date BelowNote: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxxxxxxxxxxxxxxxHTI 33891xxxxxxxx
0001561032 htia:Peo2Member 2023-01-01 2023-12-31