No fee required.
March 27, 2017
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.
By Order
/s/ Katie P. KurtzKatie P. KurtzChief Financial Officer, Treasurerproxy materials for the Annual Meeting to be held on May 29, 2024. This proxy statement and Secretary
i
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:
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.
TheMeeting and by presenting it with their online ballot during the meeting.
being asked to vote on at the Annual Meeting?
You may
2024.
find more information?
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.
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.
None of the proposals, if approved, entitle stockholders to appraisal rights under Maryland law or the Company’s charter (the “Charter”).
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.
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
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.
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.
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.
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.
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.
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
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.”
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.”
Directors and 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 | | |
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 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
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.
We believe
Lee M. Elman
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 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
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.
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.
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 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.
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
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 | | | | | | | | | | | | | | | | | | | |
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.
Act.
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
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.
Discussion and Analysis
The following table presents certain information as of the date of this Proxy Statement concerning each of our directors and executive officers serving in such capacity:
W. Todd Jensen has served as interim chief executive officer of the Company,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.”
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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Katie P. KurtzAnderson has served as the chief financial officer, treasurerCompany’s Chief Executive Officer since September 2023.
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.
All directors also receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors and its committees.
Pursuant 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 $232,000.
year ending December 31, 2023.
In either of the above cases, we will reimburse, to the extent not otherwise reimbursed, an independent director’s reasonable expenses associated with attendance at suchattending external seminar, conference, panel, forumseminars, conferences, panels, forums or other industry-related event.events. An independent director cannot be paid or reimbursed for attendance atattending a single external seminar, conference, panel, forum or other industry-related event by us and another company for which he or she is a director.
Name | | | Fees Paid in Cash ($) | | | Stock Awards ($)(1) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total Compensation ($) | | |||||||||||||||||||||
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. | — | — | — | — | — | — | — |
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 | | |
The following table sets forth information regarding securities authorized for issuance under the RSP as of December 31, 2016:
Beneficial Owner(1) | | | Number of Shares Beneficially Owned | | | Percent of Class | | ||||||
Edward M. Weil, Jr.(2) | | | | | — | | | | — | | | ||
| | — | | | | | — | | | ||||
Scott M. Lappetito | | | | | — | | | | | | — | | |
Leslie D. Michelson(3) | | | 371,448 | | | | | | * | | | ||
B.J. Penn | | | | | 19,349 | | | | | | * | | |
Edward G. Rendell | | | 33,860 | | | | | | * | | | ||
Elizabeth K. Tuppeny | | | 37,220 | | | | | | * | | | ||
All directors and executive officers as a group (seven persons) | | | | 461,877 | | |
| | * | |
W. Todd Jensen,
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,
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.
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.
Until March 31, 2015 under
When approved by the Board, the Class B Units were issued to the Advisor quarterly in arrears pursuant to the terms of the limited partnership agreement of the OP. The number of Class B Units issued in any quarter was equal to: (1) the excess of (A) the product of (y) the cost of assets multiplied by (z) 0.1875% over (B) any amounts payable as an oversight fee (as described below) for such calendar quarter; divided by (2) the value of one share of Common Stock as of the last day of such calendar quarter, which was equal
initially to $22.50 (the IPO price minus the selling commissions and dealer manager fees). The value of issued Class B Units will be determined and expensed when the Company deems the achievement of the performance condition to be probable. As of December 31, 2016, the Company cannot determine the probability of achieving the performance condition. The Advisor receives distributions on vested and unvested Class B Units equal to the distribution rate received on the Company’s Common Stock. Such distributions on issued Class B Units are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss until 2 the performance condition is considered probable to occur. As of December 31, 2016, the Board had approved the issuance of 359,250 Class B Units to the Advisor in connection with this arrangement.
On May 12, 2015, the Company, the OP and the Advisor entered into an amendment to the then-current advisory agreement, which, among other things, provided that the Company would cease causing the OP to issue Class B Units in the OP to the Advisor or its assignees related to any period ending after March 31, 2015.
Effective April 1, 2015, the Company began paying an asset management fee to the Advisor or its assignees as compensation for services rendered in connection with the management of the Company’s assets. The asset management fee was payable on the first business day of each month in the amount of 0.0625% multiplied by the lesser of (a) cost of assets or (b) fair value of assets for the preceding monthly period. The asset management fee was payable to the Advisor or its assignees in cash, in shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor. For the purposes of the payment of any fees in shares (a) prior to the time the Board determined the Company’s Estimated Per-Share NAV (“NAV Pricing Date”), each share was valued at $22.50 and (b) after the NAV Pricing Date, and prior to any listing on a national securities exchange, if it occurs, each share was valued at the then-current Estimated Per-Share NAV. On April 7, 2016, the Company established an Estimated Per-Share NAV of $22.27 as of December 31, 2015. For the years ended December 31, 2015 and 2016, the Company incurred $10.9 million and $17.6 million in asset management fees from the Advisor, respectively.
Effective February 17, 2017, the Second A&R Advisory Agreement requires the 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.
UnderApril 1, 2015, pursuant to the Original A&R Advisory Agreement,then effective advisory agreement and the limited partnership agreement of the OP (as amended from time to time, the “LPA”), the Company caused the OP to issue (subject to periodic approval by the Board) to the Advisor was paid an acquisition fee equalasset management subordinated participation in the form of Class B Units. During these periods, the OP issued 359,250 Class B Units to 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other
investment. The Advisor was also reimbursed for services provided for which it incurs investment-related expenses, or insourced expenses. The amount reimbursed for insourced expenses could not exceed 0.5% of the contract purchase price of each acquired property or 0.5% of the amount advanced for a loan or other investment. Additionally, the Company reimbursed the Advisor, for third party acquisition expenses. The aggregate amountall of acquisition fees and financing coordination fees (as described below) was limitedwhich remain outstanding, but no Class B Units have been or will be issued pursuant to 1.5% of the contract purchase priceadvisory agreement and the amount advanced for a loan or other investment for all the assets acquired. As of December 31, 2016, aggregate acquisition fees and financing fees did not exceed the 1.5% threshold. In no event will the total of all acquisition fees, acquisition expenses and any financing coordination fees payableLPA in effect with respect to subsequent periods. The issued and outstanding Class B Units will vest, and will no longer be subject to forfeiture, at such time as: (x) the Company’s portfolio of investments or reinvestments exceed 4.5%value of the contract purchase priceOP’s assets plus all distributions made equals or exceeds the total amount of capital contributed by investors plus a 6.0% cumulative, pre-tax, non-compounded annual return thereon (the “economic hurdle”); (y) any one of the following occurs: (1) a listing; (2) another liquidity event or (3) the termination of the advisory agreement by an affirmative vote of a majority of the Company’s portfolioindependent directors without cause; and (z) the Advisor is still providing advisory services to the Company (the “performance condition”). Unvested Class B Units will be measured atforfeited immediately if: (a) the closeadvisory agreement is terminated for any reason other than a termination without cause; or (b) the advisory agreement is terminated by an affirmative vote of a majority of the acquisition phase or 4.5%Company’s independent directors without cause before the economic hurdle has been met. The 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.
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.
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.
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
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.
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.
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.
The Second A&R Advisory Agreement provides foradvisory agreement.
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.
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.
On February 17, 2017, If the Property Manager provides services other than those specified in the Property Management Agreement, the Company entered intowill pay the Amended and Restated Property Management and Leasing Agreement (the “A&RManager a monthly fee equal to no more than that which the Company would pay to a third party that is not an affiliate of the Company or the Property Management Agreement”) extendingManager to provide the services.
RCS, RCS Advisory Services, LLC (“RCS Advisory”), American National Stock Transfer, LLC (“ANST”) and SK Research, LLC (“SK Research”) are subsidiaries of RCAP that provided professional services to the Company through January 2016. For
(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 | | |
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.
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.
permissible.
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)
23
is held, directly or indirectly, by any of the individuals who share control of the AR Global group of companies, that is a non-traded REIT or private investment vehicle in which ownership interests are offered through securities broker-dealers in a public or private offering, except that we may enter into a joint investment with a Delaware statutory trust (a “DST”) or a group of unaffiliated tenant in common owners (“TICs”) in connection with a private retail securities offering by a DST or to TICs, provided that such investments are in the form of pari passu equity investments, are fully and promptly disclosed to our stockholders and will be fully documented among the parties with all the rights, duties and obligations assumed by the parties as are normally attendant to such an equity investment, and that we retain a controlling interest in the underlying investment, the transaction is approved by the independent directors of the Board after due and documented deliberation, including deliberation of any conflicts of interest, and such co-investment is deemed fair, both financially and otherwise. In the case of such co-investment, the Advisor will be permitted to charge fees at no more than the rate corresponding to our percentage co-investment and in line with the fees ordinarily attendant to such transaction. At any one time, our investment in such co-investments will not exceed 10% of the value of our portfolio.
In addition to the foregoing, we entered into the Allocation Agreement with HT III. See “— Investment Allocation Agreement.”
2023.
Board and the Securities and Exchange Commission.
AuditReport.
Aggregate
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.
There were no audit related fees incurred from KPMG for the years ended December 31, 2016 and December 31, 2015.
There were no tax fees billed by KPMG for the years ended December 31, 2016 and December 31, 2015.
There were no other fees billed by KPMG for the years ended December 31, 2016 and December 31, 2015.
| | | 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 | | |
audit committee.
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.
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.
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