UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  x☒                             Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

MEDICAL PROPERTIES TRUST, INC.

(Name of Registrant as Specified in Its Charter)

Not Applicable

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

Payment of Filing Fee (Check the appropriate box):

MPT

April 26, 2021

Dear Fellow Stockholder:

2020 will be a year that we will all remember for the rest of our lives. The world was struck with a pandemic of historic proportions which created great hardship for families, communities and countries around the world. To all those who suffered a loss, our hearts go out to you and your families. I also want to thank the tens of thousands of frontline workers in all of the hundreds of Medical Properties Trust
2016 Proxy Statement
At hospitals worldwide for literally putting their lives on the Very Heart of Healthcare

MPT
Letter from Our Chairman
April 29, 2016
Dear Fellow Shareholder:
I am honoredline to keep healthcare available to people all around the world. We are proud to have youplayed a positive role as onehospitals have been critical in getting the world past this crisis and demonstrating the irreplaceable value they serve in keeping the world safe.

For those of us at Medical Properties Trust, 2020 will also be remembered as a pivotal year that proved our shareholdersvalue proposition and thank youpositioned us to continue our outperformance. We outperformed our peers in almost every financial metric. But what makes me most proud is the fact that the business plan and the groundwork we put in place for the trust you have placedpast almost twenty years was absolutely validated and reinforced during the pandemic.

During 2020, we invested in usapproximately $3.6 billion international and domestic assets including entering South America for the first time with our Colombia transaction. We established new relationships with operators further improving our concentration metrics and diversifying our portfolio. We achieved strong earnings in 2020 and finished the year with a total return to stockholders of 9% which outperformed the SNL US REIT Equity Index by purchasing shares14% and a total return to stockholders of 566% since our initial public offering in 2005 which outperformed the SNL US REIT Equity Index by 364% for the same period.

As we continue to grow and evolve as a business, we also continue to advance our commitment to strong corporate and social responsibility. Ongoing environmental initiatives in 2020 included incorporating ESG performance metrics into our executive compensation program, setting high environmental standards in our company. acquisition due diligence, and investing in environmentally responsible design features for our development projects. Given our long-term focus and ownership in our properties, we are working actively to invest in whole communities through financial and volunteer support of health, social, educational and community organizations. And we remain focused on ensuring MPT is a dynamic and supportive workplace for employees that encourages both personal and professional growth.

We take your trust seriously.
entered 2021 in a very strong financial position, well poised to rapidly capitalize on value-generative opportunities that are aligned with our proven strategy. We also value your thoughtsbegan the year by acquiring a $1 billion portfolio of select behavioral health facilities in the UK, both rapidly expanding our geographic presence and ideas. In addition to seeking your input via your vote, we regularly seek your views, either by contacting you directly or by making it easy for you to reach me or any of my fellow directors individually. These conversations contributeour exposure to the continuous improvementincreasingly critical behavioral health hospital segment. Looking ahead, our focus remains on hospitals that have a unique position in their healthcare system, and that we describecan support to become even more integral to the communities in this Proxy Statement.
which they operate.

We are providing you this proxy and Proxy Statement to enable you to give us your input by voting. We hope that you will attend our 20162021 annual shareholders meeting of stockholders, to be held on May 19, 2016.26, 2021. Details of the business to be conducted at the meeting are set forth in the accompanying Proxy Statement. In the event that you are unable to attend, however, we urge you to vote by mail, phone, or Internet, as described in the following material.
I want to call your attention especially to the compensation provisions highlighted in our Compensation Discussion and Analysis: our plans both align pay with shareholder returns and include provisions that tie executives’ pay to numeric performance hurdles. We believe our plans have produced conservative results with excellent internal and external pay parity. I hope you agree.
As a company whose founders are still on the job, we rely on much more than compensation and solid governance to drive performance — our reputations drive us too.
We work hard to keep your trust. We thank

Thank you for your investment and we encourage your input.
Best Regards,
continued support of our company.

Edward K. Aldag, Jr.

Chairman, President and Chief Executive Officer
Proxy Statement and Notice of 2016 Annual Meeting
i

Notice of 2016 Annual Meeting of Shareholders

April 29, 2016
Meeting Information
Date and Time:
May 19, 2016
10:30 a.m. Central Time
Location:
The Summit Club
1901 6th Avenue North
Birmingham, Alabama
Agenda
To elect the seven director nominees described in the enclosed Proxy Statement;
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2016;
To hold an advisory vote to approve executive officer compensation; and
To transact any other business that properly comes before the meeting.
26, 2021

Attached you will find a notice of annual meeting and the Proxy Statement, thatwhich contain further information about thesethe items to be voted on at the annual meeting and the annual meeting itself, including the different methods you can use to vote your proxy. Also enclosed are your proxy card, our 20152020 Annual Report on Form 10-K, and our 20152020 Annual Report to Shareholders.stockholders. Only shareholdersstockholders of record at the close of business on March 21, 2016,29, 2021 are entitled to receive notice of, to attend, and to vote at the annual meeting and any adjournment thereof.

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

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

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

A list of the shareholdersstockholders entitled to vote at the annual meeting will be open to examination by any shareholder,stockholder, for any purpose germane to the annual meeting, during ordinary business hours, for a period of at least ten days prior to the annual meeting at the principal executive offices of the Company in Birmingham, Alabama.
By Order of the Board of Directors,
Emmett E. McLean
Executive Vice President, Chief Operating Officer, Treasurer and Secretary
ii Medical Properties Trust

Information About the Meeting
What is the purpose of the meeting?
At the meeting, our shareholders will vote on the following proposals:
1. To elect the seven director nominees described in the enclosed Proxy Statement;
2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2016;
3. To hold an advisory vote to approve executive officer compensation; and
4. To transact any other business that properly comes before the meeting.
In addition, our management will report on our performance at the meeting and respond to appropriate questions from shareholders.
Who is entitled to vote?
The record date for the meeting is March 21, 2016. Only shareholders of record at the close of business on March 21, 2016, are entitled to receive notice of the meeting and to vote at the meeting the shares of our common stock that they held of record on that date. Each outstanding share of common stock entitles its holder to one vote on each matter voted on at the meeting. At the close of business on March 21, 2016, there were 237,714,694 shares of common stock outstanding and entitled to vote.
Am I entitled to vote if my shares are held in “street name”?
If you are the beneficial owner of shares held in “street name” by a brokerage firm, bank, or other nominee, your nominee is required to vote the shares in accordance with your instructions. If you do not give instructions to your nominee, your nominee will be entitled to vote your shares on routine items, but will not be permitted to do so on non-routine items. Your nominee will have discretion to vote on Proposal 2 (ratification of auditors) without any instructions from you, but your nominee will not have the ability to vote your uninstructed shares on Proposal 1 (election of directors), or Proposal 3 (advisory vote to approve executive officer compensation) on a discretionary basis. Accordingly, if you hold your shares in “street name” and you do not instruct your nominee how to vote on these proposals, your nominee cannot vote these shares and will report them as “broker non-votes,” and no votes will be cast on your behalf.
How many shares must be present to conduct business at the meeting?
A quorum must be present at the meeting in order for any business to be conducted. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the record date, or 118,857,348 shares, will constitute a quorum. Abstentions and broker non-votes will be included in the number of shares considered present at the meeting for the purpose of determining whether there is a quorum.
Proxy Statement and Notice of 2016 Annual Meeting
iii

Information About the Meeting
What happens if a quorum is not present at the meeting?
If a quorum is not present at the scheduled time of the meeting, the holders of a majority of the shares present in person or represented by proxy at the meeting may adjourn the meeting to another place, date, or time until a quorum is present. The place, date, and time of the adjourned meeting will be announced when the adjournment is taken, and no other notice will be given unless the adjournment is to a date more than 120 days after the original record date or if, after the adjournment, a new record date is fixed for the adjourned meeting.
How do I vote my shares?
Voting by telephone or Internet. If you are a beneficial owner of shares held in “street name,” meaning your shares are held in the name of a brokerage firm, bank, or other nominee, you may be eligible to provide voting instructions to your nominee by telephone or on the Internet. A large number of brokerage firms, banks, and other nominees participate in a program provided through Broadridge Financial Solutions that offers telephone and Internet voting options. If your shares are held in “street name” by a brokerage firm, bank, or other nominee that participates in the Broadridge program, you may provide voting instructions to your nominee by telephone or on the Internet by following the instructions set forth on the voting instruction form provided to you.
Voting by mail. If you are a registered shareholder, meaning you hold your shares in your own name, you may vote by properly completing, signing, dating, and returning the accompanying proxy card. The enclosed postage-paid envelope requires no additional postage if it is mailed in the United States or Canada. If you are a beneficial owner of shares held in “street name,” you may provide voting instructions to the brokerage firm, bank, or other nominee that holds your shares by properly completing, signing, dating, and returning the voting instruction form provided to you by your nominee.
Voting in person at the meeting. If you are a registered shareholder and attend the meeting, you may deliver your completed proxy card in person. In addition, we will make written ballots available to registered shareholders who wish to vote in person at the meeting. If you are a beneficial owner of shares held in “street name” and wish to vote at the meeting, you will need to obtain a proxy form from the brokerage firm, bank, or other nominee that holds your shares that authorizes you to vote those shares.
Can I change my vote after I submit my proxy?
Yes, you may revoke your proxy and change your vote at any time before the polls are closed at the meeting in any of the following ways: (1) by properly completing, signing, dating, and returning another proxy card with a later date; (2) if you are a registered shareholder, by voting in person at the meeting; (3) if you are a registered shareholder, by giving written notice of such revocation to our Secretary prior to or at the meeting; or (4) if you are a beneficial owner of shares held in “street name,” by following the instructions given by the brokerage firm, bank or other nominee that holds your shares. Your attendance at the meeting will not by itself revoke your proxy.
iv Medical Properties Trust

Information About the Meeting
What happens if I do not specify on my proxy how my shares are to be voted?
If you are a registered shareholder and submit a properly executed proxy but do not indicate any voting instructions, the proxy holders will vote as the Board of Directors recommends on each proposal.
Will any other business be conducted at the meeting?
As of the date hereof, the Board of Directors knows of no business that will be presented at the meeting other than the proposals described in this Proxy Statement. However, if any other proposal properly comes before the shareholders for a vote at the meeting, the proxy holders will vote the shares represented by your proxy in accordance with their best judgment.
How many votes are required for action to be taken on each proposal?
The seven director nominees will be elected to serve on the Board of Directors if they each receive a majority of the votes cast in person or represented by proxy at the meeting. This means that a director nominee will be elected only if the votes cast “for” his or her election exceed the votes cast “against” his or her election. The Board of Directors has adopted a director resignation policy whereby any director who fails to receive the required majority vote in an uncontested election is required to promptly tender his or her resignation to the Board for its consideration. The Ethics, Nominating and Corporate Governance Committee will then recommend to the full Board, and the Board will decide, whether to accept or reject the resignation offer or take other action. The Board of Directors will act on the recommendation of the Ethics, Nominating and Corporate Governance Committee within 90 days following certification of the election results. If you vote to “abstain” with respect to the election of one or more director nominees, your shares will not be voted with respect to the person or persons indicated, although they will be counted for the purpose of determining whether there is a quorum at the meeting.
The affirmative vote of the holders of a majority of the shares of common stock represented in person or by proxy at the annual meeting and entitled to vote on the proposal is required for approval of each of Proposals 2 and 3.
How will abstentions and broker non-votes be treated?
Abstentions and broker non-votes will not be counted as votes for or against any proposal, and will not be included in calculating the number of votes necessary for approval of the proposal. In all cases, abstentions and broker non-votes will be considered present for the purpose of determining the presence of a quorum.
Proxy Statement and Notice of 2016 Annual Meeting v

Information About the Meeting
How will proxies be solicited?
The costs of soliciting proxies from our shareholders will be borne by the Company. We will solicit proxies on behalf of the Board of Directors by mail, telephone, facsimile, or other electronic means or in person. Certain of our directors, officers and other employees, without additional compensation, may participate in the solicitation of proxies. We will supply copies of the proxy solicitation materials to brokerage firms, banks, and other nominees for the purpose of soliciting proxies from the beneficial owners of the shares of common stock held of record by such nominees. We will request that such brokerage firms, banks, and other nominees forward the proxy solicitation materials to the beneficial owners and reimburse them for their reasonable expenses. In addition, we anticipate using MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016 as a solicitor at an initial anticipated cost of $7,500.
How can I obtain additional copies of the proxy materials?
If you wish to request extra copies of our Form 10-K, Annual Report or Proxy Statement free of charge, please send your request to Medical Properties Trust, Inc., 1000 Urban Center Drive, Suite 501, Birmingham, Alabama 35242, or visit our website at www.medicalpropertiestrust.com.
How does35242.

By Order of the Board of Directors, recommend that I

Emmett E. McLean

Executive Vice President, Chief Operating Officer,

and Secretary

How to Vote

Your vote is important. You may vote your shares if you were a stockholder of record on the proposals?
FOR the electionMarch 29, 2021. If you are a registered owner you may vote using any of the seven nominees tofollowing methods:

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

Performance Highlights

2020 was a year filled with unprecedented challenges brought on by the onset of the appointmentCOVID-19 pandemic. As a global leader in hospital real estate finance and the second largest non-governmental owner of PricewaterhouseCoopers LLPhospital beds in the United States, Medical Properties Trust (“MPT” or “Company”) played a critical role in supporting our community hospitals and hospital real estate properties. While faced with considerable challenges on a global scale, our Company continues to deliver market-leading financial performance and total stockholder returns (“TSR”) as our independent registered public accounting firm for the year ending December 31, 2016; and
FOR approvala direct result of the compensationsteady execution of our executive officers as disclosed in this Proxy Statement.
vi Medical Properties Trust

strategy and business plan since our IPO under the leadership of our management team.

TableSignificant Value Creation and Proven Execution of ContentsMPT Strategy
01 Proposal 1: Election of Directors
02 Director Nominees
06 Governance Information Regarding Our Board of Directors
11 Proposal 2: Ratification of Independent Registered Public Accounting Firm
12 Independent Auditor
13 Audit Committee Report
14 Proposal 3: Advisory Vote to Approve Executive Compensation
15 Compensation Discussion and Analysis
28 Executive Compensation
28 Other Aspects of Our Executive Compensation Program
30 Compensation Committee Report
31 Compensation of Executive Officers
33 Summary Compensation Table
34 Grants of Plan-Based Awards
35 Outstanding Equity Awards

Stockholder Value Creation

Value-Added Transactions

Strong Earnings Growth**

OVER $6.9 Billion SINCE IPO*

$3.6 Billion ACQUISITIONS CLOSED IN 2020

15%

49%

More than $3.7 Billion in value created since the beginning of 2019

$8.1 Billion in Acquisitions closed and 103% total pro forma gross asset growth(1) since the beginning of 2019

Year-over-year growth in net income

Year-over-year growth in Normalized Funds from Operations (“FFO”)(2)

Continuous Tenant Diversification (based on total pro forma gross assets(1))

Sustainable Future

15.5 Years   Weighted-Average Lease and Loan Maturity

30.0% Total Pro Forma Gross Assets(1) CAGR since IPO

8      Consecutive Years of Dividend Growth

5.9%      Dividend Growth in 2020

  *   as of December 31, 20152020

**   for the year ended December 31, 2020

Sustained Total Stockholder Return Outperformance

36 Option ExercisesRelative to Healthcare and Stock VestedBroader REIT Industries

Medical Properties Trust TSR

9%

89%

161%

566%

One-Year

Three-Year

Five-Year

Since-IPO

SNL US REIT Healthcare Index

Outperformed by 15%

Outperformed by 68%

Outperformed by 131%

Outperformed by 274%

SNL US REIT Equity Index

Outperformed by 14%

Outperformed by 73%

Outperformed by 124%

Outperformed by 364%

(1)

Refer to Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020 for our definition of total pro forma gross assets and a discussion of non-GAAP financial measures and GAAP reconciliation

(2)

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

iv    Proxy Statement and Notice of 2021 Annual Meeting

Executive Compensation Highlights

36 Potential Payments Upon Termination Pay-for-Performance

Our executive compensation program is designed to drive and reward performance over the long term and on an annual basis. The foundation of our program is to motivate and reward executives to execute on our business strategy tied to rigorous and industry-leading performance goals that ultimately result in significant value created for our stockholders. The effectiveness of our executive compensation program is illustrated by the achievement of record performance, far surpassing our peers by any standard since 2018, including:

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

Furthermore, while a significant number of REITs adjusted their annual compensation programs in light of the COVID-19 pandemic by permitting more discretion and/or Change in Controlresetting goals, MPT maintained its original program based on our industry-leading rigorous goals
37, demonstrating our commitment to our pay-for-performance compensation model.

Key Compensation Practices

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

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

Majority of executive compensation tied to the achievement of rigorous and industry-leading performance goals

Majority of equity compensation is performance-based

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

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

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

Meaningful stockholder engagement and response to feedback

No resetting of goals or discretionary adjustments to our annual incentive program in response to the COVID-19 pandemic

Anti-hedging and anti-pledging policies

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

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

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

Corporate Governance Highlights

Board Composition

We have taken meaningful steps to refresh our Board and have sought to create an effective mix of Directors
39 Share Ownershipexperience, skill and diversity. The majority of Certain Beneficialour Board is independent with 25% female representation. Our Board also has a 13% minority component, with one Latina female member who is a native of Costa Rica.

Gender		Tenure		Age

Key Director Skills

40 Section 16(a) Beneficial Ownership Reporting ComplianceCorporate Governance Policies
41 Certain Relationships

We are committed to strong corporate governance and Related Person Transactions
42 Additional Information
our Board has adopted robust governance practices and policies including the following:

Corporate Responsibility Highlights

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

For more information regarding our sustainability commitments, please go to the Corporate Responsibility section of this Proxy Statement on page 15 and Notice of 2016 Annual Meeting viiour website: https://medicalpropertiestrust.com/corporate-responsibility/.*

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

Proposal 1: Election of Directors

Our Bylaws provide for the election of all directors at each annual meeting of shareholders.stockholders. The Board, of Directors, at the recommendation of the Ethics, Nominating and Corporate Governance Committee, proposes that the seveneight nominees listed below, all of whom are currently serving on our Board, be elected to serve as directors until the 20172022 annual meeting of shareholdersstockholders or until his or her successor istheir successors are duly elected and qualified.qualify. The Board of Directors does not know of any reason why any nominee would not be able to serve as a director. However, if any nominee were to become unable to serve as a director, the Board of Directors may designate a substitute nominee, in which case the persons named as proxies will vote for such substitute nominee.nominee at the 2022 annual meeting of stockholders. Alternatively, the Board of Directors may reduce the number of directors to be elected at the Annual Meeting.
Board of Directors’ Recommendation
The Board of Directors recommends that you vote
FOR each of the seven nominees listed below for director.
1 Medical Properties Trustannual meeting.

Proposal 1: Election Of Directors
Director Nominees

Proposal 1: Election Of Directors
R. Steven Hamner
Age 59
Mr. Hamner is one of our founders and has served as our Executive Vice President and Chief Financial Officer since September 2003 and as a member of our Board of Directors since February 2005.
The Board believes that Mr. Hamner’s position as a co-founder of our Company and his extensive experience in the real estate and healthcare industries and in the corporate finance sector make him highly qualified to serve as a member of our Board of Directors.
In August and September 2003, Mr. Hamner served as our Executive Vice President and Chief Accounting Officer. From October 2001 through March 2004, he was the Managing Director of Transaction Analysis LLC, a company that provided interim and project-oriented accounting and consulting services to commercial real estate owners and their advisors. From June 1998 to September 2001, he was Vice President and Chief Financial Officer of United Investors Realty Trust, a publicly traded REIT. For the ten years prior to becoming an officer of United Investors Realty Trust, he was employed by the accounting and consulting firm Ernst & Young LLP and its predecessors. Mr. Hamner received a B.S. in Accounting from Louisiana State University.
Robert E. Holmes, Ph.D.
Age 74
Dr. Holmes has served as a member of our Board of Directors since April 2004.
The Board believes that Dr. Holmes’ position as a well-respected leader in the business community and his deep understanding of the corporate and economic challenges faced by public companies today make him a valued advisor and highly qualified to serve as a member of our Board of Directors and as Chairman of our Ethics, Nominating and Corporate Governance Committee.
Dr. Holmes, our Lead Independent Director, retired in 2009 as Professor of Management, Dean, and Wachovia Chair of Business Administration at the University of Alabama at Birmingham School of Business, positions he held since 1999. From 1995 to 1999, he was Dean of the Olin Graduate School of Business at Babson College in Wellesley, Massachusetts. Prior to that, he was Dean of the James Madison University College of Business in Harrisonburg, Virginia, for 12 years. He is the co-author of four management textbooks, numerous articles, papers, and cases, and has served as a board member or consultant to a variety of business firms and non-profit organizations. He is past president of the Southern Business Administration Association, is actively engaged in AACSB International — the Association to Advance Collegiate Schools of Business, and served on the boards of the Entrepreneurial Center, Tech Birmingham, the Alabama Council on Economic Education, and other organizations. Dr. Holmes received a bachelor’s degree from the University of Texas at Austin, an MBA from University of North Texas, and a Ph.D. with an emphasis on management strategy from the University of Arkansas.
3 Medical Properties Trust

Proposal 1: Election Of Directors
MPT
Sherry A. Kellett
Age 71
Ms. Kellett has served as a member of our Board of Directors since February 2007.
The Board believes that Ms. Kellett’s experience as a board member and audit committee member at other public companies, along with her extensive experience in corporate finance and the financial sector generally, make her a valued advisor and highly qualified to serve as a member of our Board of Directors.
Ms. Kellett is a certified public accountant and served as Senior Executive Vice President and Corporate Controller of BB&T Corporation (NYSE:BBT), a financial holding company, from 1995 until her retirement in August 2003. Ms. Kellett served as Corporate Controller of Southern National Corporation, a bank holding company, from 1991 until 1995, when it merged with BB&T Corporation. Ms. Kellett previously held several positions at Arthur Andersen & Co. She is currently a member of the board of directors and chair of the audit committee of Highwoods Properties, Inc., a self-administered REIT based in Raleigh, North Carolina (NYSE:HIW). Ms. Kellett also serves on the board of directors, as chair of the audit committee and on the compensation committee and the compliance committee of MidCountry Financial Corp., a privately held financial institution based in Macon, Georgia. Ms. Kellett has also served on the boards of the North Carolina School of the Arts Foundation, Piedmont Kiwanis Club, Senior Services, Inc., The Winston-Salem Foundation, the Piedmont Club, and the North Carolina Center for Character Education, and she is a member of the North Carolina Zoological Park Council, a gubernatorial appointment.
William G. McKenzie (Gil)
Age 57
Mr. McKenzie is one of our founders and has served as a director since our formation.
The Board believes that Mr. McKenzie’s position as a co-founder of our Company and his extensive experience in the healthcare industry make him a valued advisor and highly qualified to serve as a member of our Board of Directors.
From September 2003 to January 2012, Mr. McKenzie served as the Vice Chairman of our Board of Directors, and he served as the Executive Chairman of our Board of Directors in August and September 2003. From May 2003 to August 2003, he was an executive officer and director of our predecessor. From 1998 to the present, Mr. McKenzie has served as President, Chief Executive Officer, and Chairman of the Board of Gilliard Health Services, Inc., a privately held owner and operator of acute care hospitals that Mr. McKenzie currently owns and co-founded in 1981. From 1996 to 1998, he was Executive Vice President and Chief Operating Officer of the Mississippi Hospital Association’s for-profit subsidiary, Diversified Services, Inc. (DSI). During his brief tenure at DSI, Mr. McKenzie founded and managed The Health Insurance Exchange, a mutual company, health insurance company and HMO. From 1994 to 1996, Mr. McKenzie was Senior Vice President of Managed Care and Executive Vice President of Physician Solutions, Inc., a physician practice management subsidiary he founded for Vaughan HealthCare, a 501(c)(3) healthcare company in Alabama. From 1981 to 1994, Mr. McKenzie was Hospital Administrator and Chief Financial Officer and held other management positions with Gilliard Health Services, Inc. Mr. McKenzie received a Master of Science in Health Administration from the University of Colorado and a B.S. in Business Administration from Troy University. He has served in numerous leadership capacities with the Alabama Hospital Association and local civic organizations, including eight years of service on the Board of Directors for the Montgomery Academy.
Proxy Statement and Notice of 2016 Annual Meeting 4

D. Paul Sparks, Jr.
Age 53
Mr. Sparks has served as a member of our Board of Directors since September 2014.
The Board believes that Mr. Sparks’ substantial experience in executive positions and his ability to guide companies through periods of growth and development make him a valued advisor and qualified to serve as Chairman of the Compensation Committee and as a member of our Board of Directors.
Mr. Sparks retired in January 2016 after a 32-year career in the energy industry. He was Senior Vice President Resource Development for Energen Resources Corporation (NYSE: EGN) and served in various capacities with Energen since 1989, including Senior Vice President of Operations from 2006 until 2012. Mr. Sparks worked with Amoco Corporation, a global chemical and oil company, in Texas and Louisiana prior to joining Energen. During the last 27 years, Mr. Sparks helped Energen grow from a small regulated utility to a top 20 U.S. independent oil and gas exploration and production company. His personnel responsibilities grew during the same period from managing 40 to over 350 people while Senior Vice President of Operations. In his pre-retirement role, he was responsible for the forward-looking strategy and implementation of valuing and developing the assets of Energen Resources Corporation. Mr. Sparks is active in a number of organizations: he is the current chairman of the New Mexico Oil and Gas Association, past advisor to the Gas Research Institute, a board member of the Independent Petroleum Association of America and past officer of the Society of Petroleum Engineers. He has authored a number of peer-reviewed publications and holds a patent in oil and gas technology. Mr. Sparks is a member of the Sunrise Rotary and the Downtown Exchange Club and past chairman of Mountain Brook Athletics. He is a 1984 graduate of Mississippi State University with a degree in Petroleum Engineering. He is also a Bagley College of Engineering Distinguished Fellow.
5 Medical Properties Trust

Proposal 1: Election of Directors
Governance Information Regarding Our Board of Directors

Annual Election of Directors

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

Independent Directors
The

A majority of our Board and each of our Audit Committee, the Compensation Committee and the Ethics, Nominating and Corporate Governance Committee is comprised of directors who qualify as independent under the standards of the New York Stock Exchange (the “NYSE”) listing standards require that a majority of our directors qualify as independent as defined by the NYSE. The NYSE listing standards also require that. Each year, we affirmatively determine that each director deemed independent by the NYSE’s definitionunder NYSE standards has no material relationship with us (either directly or as a partner, shareholderstockholder or officer of an organization that has a relationship with us). The Board of Directors has determined that five directors — six of the director nominees—G. Steven Dawson, Robert E. Holmes, Ph.D., SherryCaterina A. Kellett, William G. McKenzie, andMozingo, Elizabeth N. Pitman, D. Paul Sparks, Jr. — , Michael G. Stewart and C. Reynolds Thompson, III—have no relationship with us that would interfere with such person’stheir ability to exercise independent judgment as a member of our Board, and that they otherwise qualify as “independent” under the NYSE’s listingNYSE standards.

Independent Board Leadership
Three

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

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

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

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

^[i]See, Chris Zook, “Founder-Led“Founder-Led Companies Outperform the Rest—Here’s Why” in Harvard Business Review, March 24, 2016.
Proxy Statement and Notice of 2016 Annual Meeting 6

Proposal 1: Election of Directors
Risk Oversight

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

Board Committees and Meetings

Our Board of Directors and our Board’sits four standing committees hold regular meetings. In 2015,2020, the Board of Directors met five times; the Audit Committee met fourfive times; the Ethics, Nominating and Corporate Governance Committee met two times; the Compensation Committee met fivethree times; and the Investment Committee met atacted by written consent in one instance. In 2020, each of the Board of Directors. In 2015, all directorsincumbent director attended at least 75% of (i) the total number of meetings of the Board andheld during the committees onperiod for which he or she was a director and (ii) the total number of meetings of all committees of the Board on which the director served during the periods that he or she served.

The Board of Directors regularly meets in executive session without any non-independent directors present. Dr. HolmesMr. Stewart has been designated as the Lead Independent Director and in that capacity presides at these executive sessions. Dr. HolmesMr. Stewart may be contacted directly by shareholdersstockholders at rholmes@medicalpropertiestrust.com. Themstewart@mpt.net. Our directors of the Company are encouraged to attend our annual meeting of shareholdersstockholders absent cause. All directors of the Company holding their position at the time of the meeting attended our 20152020 annual meeting of shareholders.
stockholders.

Committees of the Board of Directors

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

Audit Committee
G. Steven Dawson Chairman
Sherry A. Kellett
D. Paul Sparks, Jr.
The Board of Directors has determined that each member of the Audit Committee is financially literate and satisfies the additional NYSE independence requirements for audit committee members, and that each member of the Audit Committee qualifies as an “audit committee financial expert” under current Securities and Exchange Commission (“SEC”) regulations. The Board of Directors has also determined that service by Ms. Kellett and Mr. Dawson on other public companies’ audit committees has not impaired their abilities to effectively serve on our Audit Committee.
The Audit Committee oversees (i) our accounting and financial reporting processes, (ii) the integrity and audits of our financial statements, (iii) our compliance with legal and regulatory requirements, (iv) the qualifications and independence of our independent auditors, and (v) the performance of our internal and independent auditors. The specific functions and responsibilities of the Audit Committee are set forth in the Audit Committee Charter, a copy of which is posted on our website at www.medicalpropertiestrust.com. The information on our website is not part of this Proxy Statement. The report of the Audit Committee appears on page 13 of this Proxy Statement.
7 Medical Properties Trust

Proposal 1: Election of Directors
The Compensation Committee
D. Paul Sparks, Jr. Chairman
In 2015, L. Glenn Orr, Jr. served as Chairman of the Compensation Committee. Mr. Orr retired on April 3, 2016, and was replaced by Mr. Sparks. Pursuant to the NYSE listing standards, in determining the independence of the directors serving on the Compensation Committee, our Board of Directors considered all factors specifically relevant to determining whether a director has a relationship to us which is material to that director’s ability to be independent from our management in connection with the duties of a Compensation Committee member, including, but not limited to, such director’s source of compensation and whether such director is affiliated with us, one of our subsidiaries, or an affiliate of one of our subsidiaries.
Dr. Robert E. Holmes Sherry A. Kellett
The principal functions of the Compensation Committee are to evaluate the performance of our executive officers, review and approve the compensation for our executive officers, and review, administer and make recommendations to the full Board of Directors regarding our incentive compensation plans and equity-based plans. The Compensation Committee also reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance in light of those goals and objectives, and establishes the Chief Executive Officer’s compensation levels. The Compensation Committee makes all compensation decisions with respect to the Chief Executive Officer and all other executive officers. The Chief Executive Officer is frequently asked to provide the Compensation Committee with the information it needs to perform these functions as well as to provide input and insights regarding each executive officer’s performance. The specific functions and responsibilities of the Compensation Committee are set forth in more detail in the Compensation Committee’s Charter, a copy of which is posted on our website at www.medicalpropertiestrust.com. The report of the Compensation Committee appears on page 30 of this Proxy Statement.
In 2015, the Compensation Committee continued its engagement of FTI Consulting, Inc., or FTI Consulting, a nationally recognized compensation consultant specializing in the real estate industry. FTI Consulting assisted the Compensation Committee in determining the amount and form of executive compensation. The Compensation Committee also considered information presented by FTI Consulting when reviewing the appropriate types and levels for the Company’s non-employee director compensation program. Information concerning the nature and scope of FTI Consulting’s assignments and related disclosure is included in “Compensation Discussion and Analysis” beginning on page 15 of this Proxy Statement. The Compensation Committee has assessed the independence of FTI Consulting, as required under the NYSE listing rules. The Compensation Committee has also considered and assessed all relevant factors, including, but not limited to, those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that could give rise to a potential conflict of interest. Based on this review, we are not aware of any conflict of interest that has been raised by the work performed by FTI Consulting. To bring additional perspective to our continually evolving and improving compensation plans, in 2016 the Compensation Committee retained Semler Brossy Consulting Group LLC (“Semler Brossy”), a nationally known compensation consulting firm as its new independent advisor.
Proxy Statement and Notice of 2016 Annual Meeting 8

Proposal 1: Election of Directors
The Ethics, Nominating and Corporate Governance Committee
Dr. Robert E. Holmes
Chairman
The Ethics, Nominating and Corporate Governance Committee is responsible for, among other things, recommending the nomination of qualified individuals to become directors to the full Board of Directors; recommending the composition of the Board’s committees to the full Board of Directors; periodically reviewing the performance and effectiveness of the Board of Directors as a body; and periodically reviewing our corporate governance guidelines and policies. In 2015, Ms. Kellett served as a member of this committee. The specific functions and duties of the Committee are set forth in its charter, a copy of which is posted on our website at www.medicalpropertiestrust.com.
William G. McKenzie
D. Paul Sparks, Jr.
The Ethics, Nominating and Corporate Governance Committee will consider all potential candidates for nomination for election as directors who are recommended by the Company’s shareholders, directors, officers, or employees. All director recommendations must be made during the time periods provided and must provide the information required by Article II, Section 2.03 of the Company’s Second Amended and Restated Bylaws. All director recommendations should be sent to the Ethics, Nominating and Corporate Governance Committee, c/o Secretary, Medical Properties Trust, Inc., 1000 Urban Center Drive, Suite 501, Birmingham, Alabama 35242. The Committee will screen all potential director candidates in the same manner, regardless of the source of their recommendation. The Committee’s review will typically be based on the written materials provided with respect to a potential director candidate. The Committee will evaluate and determine whether a potential candidate meets the Company’s minimum qualifications and requirements, whether the candidate has the specific qualities and skills for directors, and whether requesting additional information or an interview is appropriate. While the Committee considers different perspectives and skill sets when evaluating potential director candidates, the Committee has not established a formal policy regarding diversity in identifying candidates. The Committee nevertheless regularly reviews the composition of the Board as part of the annual self-evaluation process and seeks nominees who, taken as a whole, possess the experience and skills necessary for the effective functioning of the Board.
The Board of Directors has adopted the following minimum qualifications and specific qualities and skills for the Company’s directors, which will serve as the basis upon which potential director candidates are evaluated by the Ethics, Nominating and Corporate Governance Committee: (i) directors should possess the highest personal and professional ethics, integrity, and values; (ii) directors should have, or demonstrate an ability and willingness to acquire in short order, a clear understanding of the fundamental aspects of the Company’s business; (iii) directors should be committed to representing the long-term interests of our shareholders; (iv) directors should be willing to devote sufficient time to carry out their duties and responsibilities effectively and should be committed to serving on the Board of Directors for an extended period of time; and (v) directors should not serve on more than three boards of public companies in addition to our Board of Directors. The Ethics, Nominating and Corporate Governance Committee also takes into consideration the diversity of its Board, including breadth of experience and the ability to bring new and different perspectives to the Board.
The Ethics, Nominating and Corporate Governance Committee recommended the nomination of all seven of the incumbent directors for re-election to the Board of Directors. The entire Board of Directors approved such recommendation.
9
Medical Properties Trust

Proposal 1: Election of Directors
MPT
The Investment Committee
Prior to 2016, the Investment Committee was comprised of all of our current directors.
Edward K. Aldag, Jr.
Chairman
The Investment Committee has the authority to, among other things, consider and take action with respect to all acquisitions, dispositions, developments, and leasing of healthcare facilities in which our aggregate investment will fall between $10 million and $50 million.
G. Steven Dawson
R. Steven Hamner
William G. McKenzie

Governance, Ethics, and Stockholder Communications

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

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

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

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

We will provide, free of charge, hard copies of our Annual Report to Stockholders, our Form 10-K, our quarterly reportsAnnual Report on Form 10-Q, current reports10-K, our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to these reports as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Also available, free of charge, are hard copies of our Corporate Governance Guidelines and our Code of Ethics and Business Conduct along with the charters of our Ethics, Nominating and Corporate Governance Committee, our Audit Committee, and our Compensation Committee, and our Code of Ethics and Business Conduct.Committee. All of these documents are also available on our website at www.medicalpropertiestrust.com.
Proxy Statement and Notice of 2016 Annual Meeting 10

Proposal 2:
Ratification of Independent Registered Public Accounting Firm

The Audit Committee of our Board of Directors has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to audit our financial statements for the year ending December 31, 2016.2021. PricewaterhouseCoopers LLP served as our independent registered public accounting firm during the year that ended December 31, 2015.
Board of Directors’ Recommendation
The Board of Directors recommends that you vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2016.
11
Medical Properties Trust2020.

Proposal 2: Ratification of Independent Registered Public Accounting Firm
Independent Auditor

The Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP (“PwC”) as the independent auditor to perform the audit of our consolidated financial statements for the year ending December 31, 2016.2021. PwC, an independent registered public accounting firm, also performed the audit of our consolidated financial statements for 20152020 and 2014.2019. The Board of Directors has approved the appointment of PwC as the Company’s independent registered public accounting firm for 20162021 based on the recommendation of the Audit Committee.

Representatives of PwC are expected to be present atparticipate in the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions from our shareholders.
stockholders.

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

To help ensure the independence of the independent auditor, the Audit Committee has adopted a policy for the pre-approval ofthat all audit and non-audit services to be performed by its independent auditor. Pursuant to this policy, all audit and non-audit services to be performed by the independent auditor must be approved in advance by the Audit Committee. The Audit Committee approved all audit and audit-related services provided to us by PwC during the 20152020 and 20142019 calendar years.

The table below sets forth the aggregate fees billed by PwC for audit and non-audit services:
Fees
2015
2014
Audit Fees
$965,827
$770,000
Audit-Related Fees
—
—
Tax Fees
386,774
325,402
All Other Fees
—
—
Total
$1,352,601
$1,095,402

In the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees for professional services for the audit of a company’s financial statements included in the annual report on Form 10-K, for the review of a company’s financial statements included in the quarterly reports on Form 10-Q, and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements; “audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of a company’s financial statements; “tax fees” are fees for tax compliance, tax advice, and tax planning; and “all other fees” are fees for any services not included in the first three categories.
Proxy Statement and Notice of 2016 Annual Meeting 12

Proposal 2: Ratification of Independent Registered Public Accounting Firm
Audit Committee Report

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

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

In the performance of its oversight function, the Audit Committee reviewed and discussed with management and PwC the Company’s audited consolidated financial statements as of and for the year ended December 31, 2015.2020. Management and PwC represented to the Audit Committee that the Company’s audited consolidated financial statements as of and for the year ended December 31, 2015,2020, were prepared in accordance with GAAP. The Audit Committee also discussed with PwC the matters required to be discussed by the Statement of Auditing Standards No. 16,1301, as amended (“AS No. 16”1301”), as adopted by the PCAOB. AS No. 161301 sets forth requirements pertaining to the independent auditor’s communications with the Audit Committee regarding the conduct of the audit.

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

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

Based on the Audit Committee’s review and the discussions described above, and subject to the limitations on its role and responsibilities described above and in the Audit Committee Charter, the Audit Committee recommended to the Board of Directors that the audited financial statements as of and for the year ended December 31, 2015,2020, be included in the Company’s 2015 Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the SEC.

The foregoing report is provided by the undersigned members of the Audit Committee of the Board of Directors.
G. Steven Dawson (Chairman) Sherry A. Kellett D. Paul Sparks, Jr.
13
Medical Properties TrustCommittee.

Proposal 3:
Advisory Vote to Approve Executive Compensation

The Company asks that you indicate your support for our named executive officers’ compensation policies and practices as described in the “CompensationCompensation Discussion and Analysis” or (“CD&A,&A”) and the accompanying tables and related disclosures beginning on the next page 23 of this Proxy Statement. This proposal, commonly known as a “say-on-pay”“Say-on-Pay” proposal, is required pursuant to Section 14A of the Exchange Act. While the say-on-paySay-on-Pay vote is advisory and therefore non-binding on the Company, the Board of Directors,or the Compensation Committee, it gives our shareholdersstockholders the opportunity to express their views on our named executive officers’ compensation. Our Board and Compensation Committee members take the views of our stockholders seriously and act upontake these views; please see the summary of these actions beginning on page 15.views into consideration when making executive compensation decisions. This vote is not intended to address any specific item of compensation but rather the overall compensation of our executive officers and the policies and practices described in this Proxy Statement. We conduct an annual, non-binding say-on-paySay-on-Pay vote consistent with the recommendation of a majority of our shareholdersstockholders expressed by vote at our 2011 Annual Meeting.
2017 annual meeting of stockholders.

The Board of Directorsand the Compensation Committee will review the voting results of this advisory say-on-paySay-on-Pay vote and take them into consideration when structuring future executive compensation arrangements. The affirmative vote of the holders of a majority of the shares of common stock represented in person or by proxy at the 2021 Annual Meeting of Stockholders and entitled to vote on the proposal will be required for approval.

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

We are a global leading provider of Directors’ Recommendationreal estate capital to hospitals, and the second-largest non-governmental
The Board owner of Directors recommends that you vote FORhospital beds in the following resolution:
“Resolved, thatUnited States. We are unique among REITs due to our exclusive focus on investing in hospital real estate. Our hospitals and our tenant operators provided high quality care to millions of patients in the shareholders advise that they APPROVEUnited States and abroad in 2020. Domestically, this included more than 490,000 admissions, two million ER visits and 300,000 surgeries.

We are committed to making a positive difference in the communities in which we operate, and we run, and encourage our tenant operators to run, all aspects of operations with environmental and social sustainability in mind.

Environmental Sustainability

We recognize the compensationimportance of the Company’s named executive officers, as disclosed pursuantenvironmental stewardship and we demonstrate our commitment to sustainability through initiatives at our corporate operations, development projects and to the compensation disclosure rulesextent possible our triple-net or absolute-net lease properties. Materially all of our leases are triple-net or absolute-net leases, which means our tenants have ultimate responsibility for deciding when and how to implement environmentally sustainable practices at the Securitieshospitals they operate. However, we communicate regularly with our tenants regarding sustainability matters and Exchange Commission, which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material.”
Proxy Statement and Notice of 2016 Annual Meeting 14

We actively engage with over 80% of our tenants regarding the environmental sustainability of their properties and operations. Initiatives include a dedicated sustainability section in our regular tenant questionnaires, specifically designed to encourage ongoing environmental performance improvement, and ongoing engagement meetings, during which sustainability initiatives are routinely discussed.

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

Climate Change Risk

As part of our commitment to environmental sustainability, we also consider climate change related risks to our business. Extreme weather and changes in precipitation and temperature as a result of climate change, could cause physical damage to, or a change in demand for, our properties. To mitigate these risks, we will continue to collaborate with our tenants and other relevant stakeholders to ensure we are sustainably managing our business and to minimize our impact on the environment.

MPT is committed to identifying, mitigating, and managing the risks of climate change and the related risks to our business. We recognize that our assets are increasingly vulnerable to climate related forces including: rising sea levels, drought, earthquakes, and violent storms.

Our Communities

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

We contributed to approximately 200 non-profit organizations in 2020

Through our charitable contributions, MPT has made a meaningful difference to our communities and the lives of many people around the world. One charity that holds a special place in our hearts is Children’s of Alabama:

Human Capital Management

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

Executive Summary

Our Unique Business Model

Medical Properties Trust is a multi-faceted global organization that acquires and develops healthcare facilities and leases the facilities to healthcare operating companies under long-term net leases. Our diversified geographic footprint spans nine countries and 33 states in the U.S. We are at the forefront of our industry as the global leader in hospital real estate finance, providing crucial financing to our hospital operators, unlocking significant value to fund critical growth in a vital industry. This sets us apart from most equity REITs, both in the healthcare and broader REIT sectors, and in order to successfully execute our strategy and effectively manage our complex operations, our executives require expertise both within the real estate industry and the medical industry. Furthermore, our global operations add a unique layer of complexity that requires specialized knowledge and understanding of distinct international markets to successfully execute transactions and operations around the world.

2020 Performance Highlights

Despite the unforeseen challenges presented in 2020 due to the COVID-19 pandemic, we continued other improvementsto outperform on key financial metrics, executed our strategic value-added growth initiatives and collected primarily all of the rent and interest owed to us, while also delivering market-leading returns:

Financial Performance

Total Stockholder Return Performance

Cumulative 5-Year TSR Growth

(value of $100 invested in 2015)

Stockholder Engagement

Evolving compensation program. For 2020, we made a number of enhancements but maintained the outstanding financial and operational successes we continue to create, they will vote FOR the advisory proposal regarding our executive compensation.
Our Pay for Performance Plan is Working
CEO Highlights Pay dropped 70% in 2015 . This reflects the tight alignmentoverall structure of our pay plansprogram given the strong levels of support we received from our stockholders:

Compensation Philosophy, Design and Process

Our executive compensation program is designed to shareholders’ returns (see page 19) No annual restricted stock awards for 2015 performanceattract and eliminated the annual stock award planretain high caliber executives capable of managing our unique business model with expertise in 2016 Reduced target total compensation opportunity for 2016 by approximately $2 million relative to 2015
77%real estate, healthcare, international and financing operations. The foundation of our CEO’s potential compensation in 2015program was tied directlydesigned to total shareholder return measures. Despitemotivate and reward executives to execute on our record setting financial and operational performance in 2015, market and other conditions resulted in REITs in general and healthcare REITs (including us) in particular suffering negative shareholder returns for the year. As it has been designed over many years, this resulted in substantially lower compensation to our executives:
• CEO pay declined 70% in 2015.
• In addition, in response to shareholder feedback and our shareholder returns, the Compensation Committee used its discretion to award no annual restricted stock in 2016 for 2015 performance — this alone totaled a reduction in direct compensation for the CEO of $2.75 million as compared to 2014 direct compensation.
• We increased NEO base salaries in 2015 for the first time since 2012 to be in line with our peer group, but held them flat in 2016.
• 90% of each NEO’s annual cash bonus isbusiness strategy tied to rigorous and objectively measuredindustry-leading performance hurdles. Please seegoals that ultimately result in significant value created for our stockholders. In the table on page 22 for a descriptionyears following, we have made several enhancements but maintained the core elements of the outstanding financial and operational performance during 2015.
15 Medical Properties Trust

Compensation Discussion and Analysis MPT
Compensation Improvements We Have Made in 2015 and 2016 in Response to Shareholder Feedback:
Reduced the maximum multiple of base salary that the CEO is eligible to earn as annual cash incentive from 3.5 times to 2.0 times.
Streamlined the number of objective annual cash incentive measures from four to three, and designed each to be objectively measureable. Preserved the rigor of the measures and improved the description of each measure’s rationale and benefit to shareholders.
Eliminated the two-year carry forward provisions on the annual performance-based restricted stock awards granted in 2015 for 2014 performance.
our program. The Compensation Committee eliminated altogether the annual share grant componenteffectiveness of our executive compensation program that provided annual grantsis illustrated by the achievement of restricted stock that were perceived to be duplicative ofrecord performance far surpassing our peers by any standard, including the 3-year long-term incentive plan grants of restricted stock.
The annual restricted stock awards have historically been granted in early January as compensation for the immediately prior year performance. The Compensation Committee awarded our executives no such awards in 2016 for 2015 performance resulting in a $2.75 million reduction in year-over-year pay for our CEO when measured in the year earned rather than the year paid (which differs from the Summary Compensation Table presentation of executive pay).
Reduced the CEO’s target total compensation opportunity for 2016 by approximately $2 million relative to 2015 target total compensation through the restructuring of the long-term incentives going forward.
Similar reductions were made for the other NEOs.
Although we have discouraged our executives from pledging stock and our executives have not pledged any stock for at least the last five years, the Board of Directors has adopted a provision starting in 2016 that prohibits the pledging of our stock.
Our Board of Directors appointed a new Compensation Committee Chairman in April 2016.
In 2016, the Compensation Committee engaged a new independent compensation consultant to replace the former consultant who had served that role for more than five years.
Compensation Improvements We Made and Steps We Took Prior to 2015:
Established executive stock ownership guidelines, including a minimum of 6 times base salary for the CEO.
Committed to maintain provisions in the compensation program that preclude post-retirement benefits, significant perquisites and executive retirement plans.
Added a two year holding period for stock vesting as part of the Equity Incentive Plan.
Refined the peer group identification methodologies to result in peer companies closer in size and operating characteristics to those of the Company.
Reduced the discretionary portion of annual cash based incentive from 35% to 10%.
Implemented a clawback policy.
Increased the total shareholder return performance hurdle to 9.0% for earning of annual performance-based restricted stock awards.
Committed to avoidance of future employment agreements with multi-year evergreen, single trigger change in control and excise tax gross-up provisions.
There have been no such contractsfollowing achievements since the three NEOs founded the Company in 2003.
Prohibited hedging activities by our NEOs.
Proxy Statement and Notice of 2016 Annual Meeting 16

Our Executive Compensation Discussion and Analysis MPT
Compensation Philosophy, Design and Process
Virtually every company says it uses pay to drive and reward performance. We do as well. But doing this for a public company in a broad, ever-changing sector whose shares are held by individuals and institutions with diverse time horizons and risk tolerances, requires us to balance many considerations.
We place significant value on tying compensation to shareholders’ long-term returns. However, because we can neither wait for the long-term to arrive before compensating our people, nor incentivize a swing-for-the-fences strategy, we value stable base salaries that also play recruiting and retention roles.
We value the clarity of formulas that tie compensation to shareholder returns in the long term. However, because shareholder returns are affected by factors beyond management’s control, we also use pay elements tied to individual and business achievements. Through 2015, our annual cash and equity-based bonuses helped play this role. Starting in 2016, with the elimination of our annual equity plan, we will rely soley on our annual cash plan to play this role.
We understand that our shareholders value the simplicity of a single form of equity-based pay. So, starting in 2016, with the elimination of our annual equity plan, we will rely solely on our long-term equity plan to align our executives’ interests with those of our shareholders.
Finally, we balance an interest in compensating success only after a project is completed or a strategy is implemented with a need to deter over-focusing on shorter-term projects and strategies with shorter-term payouts.
We implement this philosophy and these considerations with pay objectives that:
Combine a mixture of short, medium, and long-term plans; some market-focused, some individually focused; some cash-based, some equity-based; to capture all the variables described above.
Put 77% of NEOs’ total annual compensation in 2015 at-risk via stock price, corporate, or individual performance measurements.
Use performance metrics to determine 90% of annual cash incentive awards. In 2015, the Compensation Committee awarded only one-half of the remaining 10%.
Encourage our executives and directors to acquire and maintain significant equity ownership in our Company.
Our CEO must acquire and hold Company equity valued at six-times base salary or more, our other NEOs (our CFO and COO) must hold four or more times base salary, and our non-employee directors must hold at least three-times their annual retainer. Our NEOs greatly exceed these requirements.
Prohibit actions that would de-link compensation from our philosophy and goals:
Our claw back policy avoids rewarding bad conduct.
We do not issue or reprice options.
We do not provide perquisites except for standard car, financial planning and insurance benefits.
We have robust anti-hedging and pledging policies.
We use rigorous, relevant, disclosed measurement goals that incentivize above-median performance without creating unacceptable risk.
Rely on the expertise of independent outside compensation consultants.
Task and empower our Compensation Committee to:
Review and approve corporate goals and objectives relative to the compensation of the executive officers, evaluate the performance of the executive officers, and determine and approve appropriate compensation levels based on these objectives;
Review and approve, on an annual basis, the corporate incentive goals and metrics relevant to the cash bonus pay and performance-based equity awards;
Evaluate the competitiveness of each executive’s compensation package in relation to other possible compensation offers the executive may receive;
Approve changes to executives’ total compensation package including base salary, cash bonus payout amounts and long-term equity incentive awards.
Proxy Statement and Notice of 2016 Annual Meeting 20