April 27, 2023

Dear Fellow Stockholder: While 2022 was in some ways a challenging year, MPT’s fundamentals remained strong as the Company continued to execute its business plan to grow earnings and reallocate capital. We closed over $1 billion in new investments in 2022 and grew net income and Normalized Funds from Operations (“Normalized FFO”) by an average of 34% and 25%, respectively, since the beginning of 2020. Our 2022 Return on Equity (“ROE”) based on net income was 10.59%, and our ROE based on Normalized FFO was 11.25%. Our commitment to strong corporate and social responsibility continues to evolve and improve. We recently published our second Corporate Responsibility Report highlighting our Environmental, Social, and Governance (“ESG”) program and initiatives. We are dedicated to reducing the environmental impact of our operations, to being socially responsible to the communities in which we operate and to fostering an inclusive culture that allows all our employees to develop. I am also very proud that MPT was recognized by Modern Healthcare as one of the best places to work. We entered 2023 in a very strong financial position, well poised to rapidly capitalize on value-generative opportunities that are aligned with our proven strategy. We remain committed to hospitals that are critical to their local healthcare ecosystem. As the healthcare landscape changes, our hospitals will remain at the very heart of healthcare, and we will be there to support them and the communities in which they operate.		(1)			Amount previously paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing party:
		(4)		Date filed:

MPT
Medical Properties Trust
2016 Proxy Statement
At the Very Heart of Healthcare

MPT
Letter from Our Chairman
April 29, 2016
Dear Fellow Shareholder:
I am honored to have you as one of our shareholders and thank you for the trust you have placed in us by purchasing shares in our company. We take your trust seriously.
We also value your thoughts 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 contribute to the continuous improvement we describe in this Proxy Statement.
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 20162023 annual shareholders meeting of stockholders, to be held on May 19, 2016.25, 2023. 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.
continued support of our company.

Best Regards,

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.
27, 2023

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 20152022 Annual Report on Form 10-K, and our 20152022 Annual Report to Shareholders.stockholders. Only shareholdersstockholders of record at the close of business on March 21, 2016,29, 2023 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 shareholders entitled to vote at the meeting will be open to examination by any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the 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

Your vote is the purpose of the meeting?
At the meeting, our shareholders willimportant. You may 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 theyour shares of our common stock that they heldif you were a stockholder 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.29, 2023. If you are a registered shareholder, meaning you hold your shares in your own name,owner 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 inusing any of the following ways: (1) by properly completing, signing, dating,methods:

If you own your shares through 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, broker or other nominee, that holdsyou should follow the voting instructions provided by your shares. Your attendance at the meeting will not by itself revoke your proxy.
ivbank, broker or other nominee.

During 2022, Medical Properties Trust

Information About (“MPT,” the Meeting
What happens if I do not specify on my proxy how my shares“Company” or “we”) continued to execute its business plan to grow earnings and reallocate capital despite challenging market conditions. We are the first U.S. company of its kind to be voted?
If you areinvest in hospitals globally, and we have established ourselves as a registered shareholder and submit a properly executed proxy but do not indicate any voting instructions, the proxy holders will voteglobal leader in hospital real estate finance as the Boardsecond largest non-governmental owner of Directors recommendshospitals in the world. The steady execution of our strategy and business plan continues to deliver strong financial results and long-term value creation.

Proven Execution of MPT Strategy

Value-Added Transactions				Consistent Earnings Growth over the past three years						Transformative Growth
$1.1 Billion New Investments closed in 2022				34%		25%				26.9%
$13 Billion in New Investments closed since the beginning of 2019				Net Income Compound Annual Growth Rate (“CAGR”) since the beginning of 2020		Normalized Funds from Operations CAGR since the beginning of 2020(1)				Fully Funded Investment CAGR since IPO
Continuous Tenant Diversification										Sustainable Future
										17.6 Years     Weighted-Average Lease and Loan Maturity

Stockholder Value Creation⁽²⁾

					MPT has generated meaningful value for our stockholders over the long-term
					$4.32B					Dividends Paid since our IPO
					10					Consecutive Years of Annual Dividend Increases

Total Stockholder Returns (“TSR”)(2)(4)
+288%				Outperforming the Health Care Index by +60%
Since-IPO
+77%				Outperforming the Health Care Index by +45%
Ten-Year
+10%				Outperforming the Health Care Index by +3%
Five-Year

(1)

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

(2)

As of December 31, 2022.

(3)

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

(4)

Healthcare Index represents the Dow Jones Real Estate Healthcare Index.

iv    Proxy Statement and Notice of 2023 Annual Meeting

Our executive compensation program is designed to drive and reward performance over the long term and on each proposal.
Will any other business be conducted atan annual basis. The foundational principle of our program is to motivate our executives to achieve the meeting?
Asstrategies, operational and financial goals, that are designed by our Compensation Committee to create significant value for our stockholders. Executive compensation is directly affected by the level of achievement of these pre-established goals. The effectiveness of our executive compensation program is illustrated by the date hereof,following:

We believe that our executive compensation program represents a balanced, pay-for-performance approach with only 6% of our CEO’s compensation fixed in the Boardform of Directors knows of no business that will be presented atbase salary and 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 resignationour equity awards (66% for our CEO) tied to the Board for its consideration. Theachievement of operational goals and subject to adjustment based on absolute and relative TSR performance.

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 transactions and strong balance sheet management

Majority of executive compensation tied to the achievement of rigorous performance goals

Majority of equity compensation is performance-based

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

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

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

Meaningful stockholder engagement and response to feedback

Anti-hedging and anti-pledging policies

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

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

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

Strong Stockholder Support for our Executive Compensation Program Our 2022 Say-on-Pay vote received over 92% support from our stockholders, which is consistent with our historical support, which has been above 90% since 2016. Our average Say-on-Pay vote results over the past seven years is nearly 95% as compared to approximately 91% in the overall Real Estate Investment Trust (“REIT”) industry. Our historical Say-on-Pay vote results affirm our stockholders’ consistent support for our Company’s executive compensation program. Over the past three years, we have engaged with stockholders representing a majority of our shares outstanding and, based on the feedback we received and our strong Say-on-Pay support in 2022, we maintained the core elements of our compensation program and made certain enhancements to reinforce our pay-for-performance alignment. We
continue to monitor and review our compensation program, engage with our stockholders, and make modifications as appropriate to maintain a best-in-class compensation program.

For additional information, please refer to the electionCorporate Responsibility section 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.
this Proxy Statement on page 16 and Notice of 2016 Annual Meeting v

For more information on our sustainability, please review our Corporate Responsibility Report (“CRR”), which can be found on our website: https://www.medicalpropertiestrust.com/corporate-responsibility

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* Throughout this Proxy Statement, free of charge, please send your requestwe include several references to Medical Properties Trust, Inc., 1000 Urban Center Drive, Suite 501, Birmingham, Alabama 35242, or visit our website at www.medicalpropertiestrust.com.
How does the Board of Directors recommend that I voteor materials available on the proposals?
FOR the election of the seven nominees to the Board of Directors;
FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2016; and
FOR approval of the compensation ofwebsite. The information available on, or otherwise accessible through, our executive officers as disclosed inwebsite is not incorporated by reference into this Proxy Statement.
vi Medical Properties Trust

Table of Contents
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 as of December 31, 2015
36 Option Exercises and Stock Vested
36 Potential Payments Upon Termination or Change in Control
37 Compensation of Directors
39 Share Ownership of Certain Beneficial
40 Section 16(a) Beneficial Ownership Reporting Compliance
41 Certain Relationships and Related Person Transactions
42 Additional Information
Proxy Statement and Notice of 2016 Annual Meeting vii

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 sevennine nominees listed below, all of whom are currently serving on our Board, be elected to serve as directors until the 20172024 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 2023 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 Trust

Proposal 1: Election Of Directors

Summary Information about Our Director Nominees
Edward K. Aldag, Jr.
Age 52
Mr. Aldag is our founder and has served as our Chief Executive Officer and President since August 2003 and as Chairman of our Board of Directors since March 2004.
The Board believes that Mr. Aldag’s position as the founder of our Company and his extensive experience in the healthcare and REIT industries make him highly qualified to serve as Chairman of our Board of Directors.
Mr. Aldag served as Vice Chairman of our Board of Directors from August 2003 until March 2004 and as our Secretary from August 2003 until March 2005. Prior to that, Mr. Aldag served as an executive officer and director with our predecessor from its inception in August 2002 until August 2003. From 1986 to 2001, Mr. Aldag managed two private real estate companies, Guilford Capital Corporation and Guilford Medical Properties, Inc. Mr. Aldag served as President and as member of the board of directors of Guilford Medical Properties, Inc. Mr. Aldag was the President of Guilford Capital Corporation from 1998 to 2001, served as Executive Vice President and Chief Operating Officer from 1990 to 1998, and was a member of the board of directors from 1990 to 2001. Mr. Aldag received his B.S. in Commerce & Business from the University of Alabama with a major in corporate finance.
G. Steven Dawson
Age 58
Mr. Dawson has served as a member of our Board of Directors and as Chairman of our Audit Committee since April 2004.
The Board believes that Mr. Dawson’s substantial experience as a board member and committee chairman at other public REITs, along with his strong skills in corporate finance, strategic planning, and public company oversight, make him a valued advisor and highly qualified to serve as a member of our Board of Directors and as Chairman of our Audit Committee.
Since 2003, Mr. Dawson has primarily been a private investor serving on the boards of numerous public and private REITs. Currently, he is a founding partner and management committee member for a private U.S./Canadian fund that owns and manages industrial distribution assets in the U.S. Previously, he served as President, Chief Executive Officer and Trustee of a privately held U.S./Canadian firm that owned and operated manufactured housing assets located in the U.S. From July 1990 to September 2003, he served as Chief Financial Officer and Senior Vice President-Finance of Camden Property Trust (and its predecessors) (NYSE:CPT), a REIT specializing in apartment communities based in Houston, Texas. Mr. Dawson serves on the board of directors and as the nominating and corporate governance committee chairman as well as a member of the audit and compensation committees for Institutional Financial Markets, Inc. (AMEX:IFMI), an investment firm specializing in credit-related fixed income investments. Mr. Dawson also serves on the board of directors and as audit committee chairman of American Campus Communities (NYSE:ACC), a developer, owner and manager of student housing communities. Mr. Dawson holds a degree in business from Texas A&M University and is a member of the Real Estate Roundtable at the Mays Graduate School of Business at Texas A&M University.
Proxy Statement and Notice of 2016 Annual Meeting 2

Director Qualifications and Experience

Director Nominees

Strategic Planning

Executive Leadership

Risk Management

REIT / Real Estate

Health Care Industry

Finance & Accounting

Investment

Legal / Regulatory

Cyber

ESG

Edward K. Aldag, Jr.

X

X

X

X

X

X

X

X

G. Steven Dawson

X

X

X

X

X

X

R. Steven Hamner

X

X

X

X

X

X

X

X

Caterina A. Mozingo

X

X

X

X

X

X

Emily W. Murphy

X

X

X

X

X

X

X

X

Elizabeth N. Pitman

X

X

X

X

X

X

X

D. Paul Sparks, Jr.

X

X

X

X

X

X

X

Michael G. Stewart

X

X

X

X

X

X

C. Reynolds Thompson, III

X

X

X

X

X

X

X

X

Percentage of Directors

100

%

78

%

100

%

100

%

67

%

67

%

78

%

56

%

33

%

33

%

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, Compensation Committee and 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”(“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 — seven of the director nominees—G. Steven Dawson, Robert E. Holmes, Ph.D., SherryCaterina A. Kellett, William G. McKenzie, andMozingo, Emily W. Murphy, 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. That dynamic is of particular importance in a founder-led company like ours, though we regularly review this structure and its alternatives.
Officer.

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 BoardRisk Committee regularly receives reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, cybersecurity and strategic risks. In addition, each of the Audit Committee, the Compensation Committee and the Ethics, Nominating and Corporate Governance Committee eachvarious committees 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 offor 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’s fourits six standing committees hold regular meetings. In 2015,2022, the Board of Directors met five times; the Audit Committee met fourfive times; the Ethics, Nominating and Corporate Governance Committee met two times;one time; the Compensation Committee met fivethree times; the Risk Committee met one time; and the Investment Committee met atacted by written consent in nine instances. The Environmental and Social Committee did not meet in 2022. In 2022, 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 20152022 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,

Environmental and was replaced by Mr. Sparks. Pursuant to the NYSE listing standards, in determining the independence of the directors serving on the CompensationSocial 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

Investment Committee
Prior to 2016, the

Risk 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.
www.medicalpropertiestrust.com/ethics-and-governance. We audit compliance with our Code of Ethics and Business Conduct with each officer 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, 2016.2023. 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 Trust

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, 2016.2023. PwC, an independent registered public accounting firm, also performed the audit of our consolidated financial statements for 20152022, 2021, and 2014.2020. The Board of Directors has approved the appointment of PwC as the Company’s independent registered public accounting firm for 20162023 based on the recommendation of the Audit Committee.

Representatives of PwC are expected to be present atparticipate in the Annual Meeting.2023 annual meeting of stockholders. 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 20152022 and 20142021 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, 2015.2022. 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, 2015,2022, 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, 2015,2022, be included in the Company’s 2015 Annual Report on Form 10-K for the year ended December 31, 2022, 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 Trust

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 19 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 Annual Meeting2023 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.

Based on the factors noted above, the Board recommends that future votes on executive compensation occur every year until the next non-binding, advisory vote on the frequency of Directors’ Recommendation
future non-binding, advisory votes on the compensation of our named executive officers, which will occur no later than our 2029 annual meeting of stockholders. Stockholders are not being asked to approve or disapprove the Board’s recommendation, but rather to indicate their choice among the following frequency options: every year, every two years, or every three years, or to abstain from voting. The Board of Directorsunanimously recommends that you vote FORfor a frequency of every “ONE YEAR” for future advisory votes on executive compensation.

We are a leading global provider of real estate capital to hospitals, and the following resolution:
“Resolved, thatsecond-largest non-governmental owner of hospitals in the shareholders advise that they APPROVEworld. 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 compensationUnited States and abroad in 2022. Domestically, this included approximately 500,000 admissions, nearly two million emergency room visits and 300,000 surgeries.

Environmental Sustainability

We recognize the importance of the Company’s named executive officers, as disclosed pursuantenvironmental stewardship, and we demonstrate this through initiatives in 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

Compensation Discussion and Analysis
Executive Summary
We Are Listening
For the past three years we have made continuousTherefore, our environmental sustainability initiatives focus on environmental improvements to our executive compensation planscorporate operations, environmental risk management in our development projects, and other important governance practices. Many of these have been direct resultsdialoguing with our tenants to better understand the environmental impact of our meetingsfacilities. We recognize that our facilities generate waste and other conversationsuse energy and water, which results in greenhouse gas emissions, and that these actions have an impact on the environment. We also work closely with third parties to conduct physical inspections of our shareholders —facilities.

For more information on our sustainability, please review our CRR which can be found on our website: https://www.medicalpropertiestrust.com/corporate-responsibility

Medical Properties Trust is a global organization that acquires and develops healthcare facilities and leases the facilities to healthcare operating companies under long-term net leases. We are the first U.S. company of its kind to invest in hospitals globally with approximately $21 billion invested around the world on an adjusted basis⁽¹⁾, as of December 31, 2022. Our diversified geographic footprint spans ten countries and 31 states in the two years since our 2014 annual shareholder meeting, we contacted shareholders holding 67% and 50%U.S. We are at the forefront of our shares and met with 44% and 42%, respectively of those shareholders. Many of our meetingsindustry as the global leader in 2015 and 2016 included all three of our Compensation Committee members and none of our executive officers. We have also made additional improvements in reaction to evolving norms and best practices in compensation and governance.
This CD&A describes how our compensation plan design resulted in significantly reduced compensation for our Named Executive Officers (NEOs) in 2015, a year in which our shareholders suffered negative total shareholder return; it describes the many changes we have madehospital real estate finance, providing crucial financing to our compensationhospital operators, and governance plansunlocking significant value to fund critical growth in recent years;a vital industry. This sets us apart from most equity REITs, both in the healthcare and very importantly, reviewsbroader REIT sectors, and in order to successfully execute our strategy and effectively manage our complex operations, our executives require expertise both within the many componentsreal estate industry and the healthcare industry. Furthermore, our global operations add a unique layer of successcomplexity that we have achievedrequires specialized knowledge and understanding of distinct international markets to position your company for continued outperformance.
successfully execute transactions and operations around the world.

2022 Compensation Highlights

In 2015,2022, our executive compensation program continued to emphasize a pay-for-performance structure that rewards proved to be directlylong term and substantially linkedannual results consistent with our shareholders’ financial experience, with significantly reduced compensation matching our shareholder returns. business plan and strategy and is based on the following key principles:

We believe that when our shareholders consider this linkage, along withboth the continued other improvements in our compensation plan and 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 alignment of our pay plans to shareholders’ returns (see page 19) No annual restricted stock awards for 2015 performance and eliminated the annual stock award plan in 2016 Reduced target total compensation opportunity for 2016 by approximately $2 million relative to 2015
77% of our CEO’s potential compensation in 2015 was tied directly to total shareholder return measures. Despite 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 is tied to rigorous and objectively measured performance hurdles. Please see the table on page 22 for a description 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.
The Compensation Committee eliminated altogether the annual share grant componentsuccess of our executive compensation program and our commitment to strong compensation governance was exhibited in 2022 as follows:

In 2022, MPT continued to utilize the same compensation program that provided(i) has been strongly supported by our stockholders, and (ii) provides significant alignment between our NEOs’ compensation and our long-term and annual grants of restricted stock that were perceived to be duplicative of the 3-year long-term incentive plan grants of restricted stock.
The annual restricted stock awards have historically been grantedresults. These results are discussed 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 paydetail throughout this “Compensation Discussion and Analysis” section for our CEO when measuredNEOs: Edward K. Aldag, Jr. – Chairman, President & Chief Executive Officer; R. Steven Hamner – Executive Vice President & Chief Financial Officer; and Emmett E. McLean – Executive Vice President, Chief Operating Officer & Secretary⁽²⁾.