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

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MEDICAL PROPERTIES TRUST, INC.

(Name of Registrant as Specified in Its Charter)

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

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2019 Proxy Statement Medical Properties Trust 2018 Proxy Statement At the Very Heart of HealthcareAT THE VERY HEART OF HEALTHCARE.

		April 30, 201826, 2019
		Dear Fellow Stockholder:   2017 wasOur growth and reputation as the leading source of hospital real estate capital continued to expand in 2018. Our existing portfolio once again produced outstanding results and a monumental yearseries of carefully planned transactions culminated in outstanding value creation during the year. We took strategic steps to demonstrate the value of our portfolio, obtain new sources of long-term capital and position our company for Medical Properties Trust.accretive future growth. We exceededcompleted a joint venture that created a significant gain, profitably sold selected assets and successfully exited an investment that generated unlevered IRR of 13%. The market rewarded us for these creative transactions as we achieved total return to shareholders of more than 25% in 2018 compared to a negative 4.5% for the MSCI US REIT Index. Today, our 2017 acquisitions guidance, including the largest single year total acquisitions in our history of approximately $2.3 billion. Our total portfolio includes more than 275 properties with total gross assets approaching $10 billion.billion in value. We are also the second largest owner of hospital beds in the United States.   We begin 20182019 in a very strong financial position, poised for continued accretive growth and able to capitalize on the new opportunities as they arise.that we are creating. We remain committed to hospitals that have a unique position in ourtheir healthcare system. As the healthcare landscape changes, our hospitals will adapt and change. Hospitals will remain at the very heart of healthcare, and we will be there to support them and the communities in which they operate.   We are providing you this Proxy Statement to enable you to give us your input by voting. We hope that you will attend our 20182019 annual meeting of stockholders, to be held on May 24, 2018.23, 2019. 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.   On August 15, 2017, one of our initial board members, William G. McKenzie passed away suddenly. Gil provided many years of valued guidance to our company. He will be deeply missed by all. We continue to refresh our Board with highly respected individuals with significant healthcare and REIT expertise. This year we had the pleasure of adding Beth Pitman, a distinguished healthcare attorney to our Board. We also continue to grow our management team. In 2018, Rosa Hooper, the leader of our Asset Management and Underwriting Department, was promoted to Vice President and Charles Lambert, Managing Director of Capital Markets was promoted to Treasurer. As we mark our 15th year as a company, we celebrate our successes and look forward to the next 15 years. Thank you for your continued support of our company.   Best Regards,   Edward K. Aldag, Jr. Chairman, President and Chief Executive Officer

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April 30, 201826, 2019

Attached you will find a notice of meeting and Proxy Statement that contain further information about these items and the meeting itself, including the different methods you can use to vote your proxy. Also enclosed are your proxy card, our 20172018Form 10-K, and our 20172018 Annual Report to stockholders. Only stockholders of record at the close of business on March 20, 201821, 2019 are entitled to receive notice of, to attend, and to vote at the 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.

Any proxy may be revoked at any time prior to its exercise at the 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 stockholders entitled to vote at the meeting will be open to examination by any stockholder, 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 inat 1000 Urban Center Drive, Suite 501, Birmingham, Alabama.Alabama 35242.

By Order of the Board of Directors,

Emmett E. McLean

Executive Vice President, Chief Operating Officer,

and Secretary

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Meeting Information Agenda DateProxy Statement and Time: To elect the seven director nominees described in the enclosed Proxy Statement; May 24, 2018 10:30 a.m. Central Time To ratify the appointmentNotice of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending Location: December 31, 2018; City Club Birmingham 1901 6th Avenue North Birmingham, Alabama To hold an advisory vote to approve executive officer compensation; To transact any other business that properly comes before the meeting.2019 Annual Meeting

How to Vote

Your vote is important. You may vote your shares if you were a stockholder of record on March 20, 2018.21, 2019. If you are a registered owner you may vote using any of the following methods:

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

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Meeting Information Agenda Date and Time: May 24, 2018 10:30 a.m. Central Time Location: City Club Birmingham 1901 6th Avenue North Birmingham, Alabama 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, 2018;To hold an advisory vote to approve executive officer compensation; To transact any other business that properly comes before the meeting. How does the Board of Directors recommend that I vote 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, 2018; and FOR approval of the compensation of our named executive officers as disclosed in this Proxy Statement.

20172018 Compensation Highlights

20172018 Performance Highlights

Corporate Governance Highlights

Board Refreshment

Over the past four years we have had the opportunity to meaningfully refresh our Board replacing four directors. We have sought out a group of diverse leaders with varying skill sets that are critical to overseeing the management of our Company.

Average Board Tenure in Years

Average Age of Board Members

* as

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Committee Refreshment

The addition of the new Board members has led to completemeaningful refreshment of our key committees.

Corporate Governance Practices

The following table summarizes certain highlights of our corporate governance policies and practices.

Environmental and Social Responsibility

We are the world’s preeminent provider of real estate capital to hospitals. Our exclusive focus on investing in hospital real estate distinguishes us from any other real estate investment trust. We believe in making a positive difference in both local communities and the world. We care most about people — patients, employees and the members of our communities.

We are the second-largestnon-governmental owner of hospital beds in the U.S., and our tenants were able to provide high quality care to over two million patients in the U.S. in 2018.

Our People

We are a team of 78 professionals that is committed to providing a challenging and dynamic work environment and to supporting all professional and personal growth and development needs.

We offer a competitive benefits package and equal employment opportunities designed to help recruit and retain high-quality employees, and to keep them healthy and secure.

Employee benefits provided by the Company include:

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We develop tailored, individual professional development goals for every employee. We provide customized leadership training for employees who are moving into management roles, and we offer periodic training and continuing education courses on health care topics and for professional licenses.

We are an equal opportunities employer and we provide regular training on anti-harassment policies. Our commitment to a diverse and inclusive workplace means that, today, 42% of all MPT employees are female and 44% of all MPT employees report to a female manager or director.

Our Environmental Sustainability

Because materially all of our leases aretriple-net orabsolute-net leases, which obligate our tenants to pay all property-related expenses, our environmental responsibilities are limited to due diligence on new and existing tenants, and to the evaluation of environmental risks associated with all real estate investment transactions. To ensure we deliver on these responsibilities, we have policies to:

Our tenants are making strategic commitments to reduce the environmental impact of their hospitals. Steward Healthcare and Prime Healthcare Services, together representing over half of our portfolio’s total revenue, are making investments to cut energy use, lower their carbon footprint, and save money.

Steward Healthcare

By investing in various building improvements throughout their hospital portfolio (ventilation, plumbing, lighting etc.), Steward has been able to achieve:

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Prime Healthcare Services

Prime Healthcare has been installing combustion-free, solid-oxide fuel cells to take significant portions of Prime’s energy usage off the power grid, including:

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

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Our Bylaws provide for the election of all directors at each annual meeting of stockholders. The Board of Directors, at the recommendation of the Ethics, Nominating and Corporate Governance Committee, proposes that the seven nominees listed below, all of whom are currently serving on our Board, be elected to serve as directors until the 20192020 annual meeting of stockholders or until his or her successor is duly elected and qualified. 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. 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 the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018.

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Director Nominees

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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 or until their respective successors are elected and qualified, subject to their prior 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 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 stockholder vote. We maintain a majority vote standard and director resignation policy for uncontested director elections.

Independent Directors

A majority of our Board and each of our audit, compensation and nominating committees is comprised of directors who qualify as independent as defined by the New York Stock Exchange (the “NYSE”). Each year we affirmatively determine that each director deemed independent by the NYSE’s definition has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). The Board of Directors has determined that five of the director nominees—G. Steven Dawson, 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’s ability to exercise independent judgment as a member of our Board, and that they otherwise qualify as “independent” under the NYSE’s listing standards.

Independent Board Leadership

Two of Medical Properties Trust’s founders serve as members of the Board of Directors. Studies regularly show thatfounder-led companies outperform their 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 thatfounder-led companies enjoy by maintaining our founder, Mr. Aldag, as Chairman and Chief Executive Officer. That dynamic is of particular importance in afounder-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 to 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—and have—strong independent committee chairs on our Board. We also believe that ourfounder-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 self-evaluation process that is instituted by our Lead Independent Director and presented to the full Board.

^[i]See, Chris Zook,“Founder-Led Companies Outperform the Rest—Here’s Why” inHarvard Business Review, March 24, 2016.

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Risk Oversight

Our Board of Directors plays a central role in overseeing and evaluating risk. While it is management’s responsibility to identify and manage our exposure to risk on aday-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 exercise 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 improvement projects and important employment-related decisions.

Board Committees and Meetings

Our Board of Directors and our Board’s four standing committees hold regular meetings. In 2017,2018, the Board of Directors met five times; the Audit Committee met five times; the Ethics, Nominating and Corporate Governance Committee met one time;two times; the Compensation Committee met fourthree times; and the Investment Committee did not meet as allbut approved two small investments via written consent. All other acquisitions were approved by the full Board. In 2017,2018, all directors attended at least 75% of the total number of meetings of the Board and the committees on which he or she served.

The Board of Directors regularly meets in executive session without anynon-independent directors present. Mr. Stewart has been designated as the Lead Independent Director and in that capacity presides at these executive sessions. Mr. Stewart may be contacted directly by stockholders at mstewart@mpt.net. The directors of the Company are encouraged to attend our annual meeting of stockholders absent cause. All directors of the Company holding their position at the time of the meeting attended our 20172018 annual meeting of stockholders.

Committees of the Board of Directors

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

Audit Committee

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Compensation Committee

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Ethics, Nominating and Corporate Governance Committee

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Investment Committee

Governance, Ethics, and Stockholder Communications

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

Proxy Access Bylaw Provisions.In 2017, we amended ourby-laws 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 ourby-laws. 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. 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 stockholders.

We will provide, free of charge, hard copies of our Annual Report to Stockholders, ourForm 10-K, our quarterly reports onForm 10-Q, current reports onForm 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, 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. All of these documents are also available on our website atwww.medicalpropertiestrust.com.

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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, 2018.2019. PricewaterhouseCoopers LLP served as our independent registered public accounting firm during the year that ended December 31, 2017.2018.

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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, 2018.

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, 2018.2019. PwC, an independent registered public accounting firm, also performed the audit of our consolidated financial statements for 20172018 and 2016.2017. The Board of Directors has approved the appointment of PwC as the Company’s independent registered public accounting firm for 20182019 based on the recommendation of the Audit Committee.

Representatives of PwC are expected to be present at 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 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 that all audit andnon-audit services to be performed by its independent auditor must be approved in advance by the Audit Committee. The Audit Committee approved all services provided to us by PwC during the 20172018 and 20162017 calendar years.

The table below sets forth the aggregate fees billed by PwC for audit andnon-audit services:

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 onForm 10-K, for the review of a company’s financial statements included in the quarterly reports onForm 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.

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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, 2017.2018. 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, 2017,2018, 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. 1301, as amended (“AS No. 1301”), as adopted by the PCAOB. AS No. 1301 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, 2017,2018, be included in the Company’s 20172018 Annual Report onForm 10-K for filing with the SEC.

The foregoing report is provided by the undersigned members of the Audit Committee of the Board of Directors.

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The Company asks that you indicate your support for our named executive officer compensation as described in the Compensation Discussion and Analysis (“CD&A”) and the accompanying tables and related disclosures beginning on the next page 15 of this Proxy Statement. This proposal, commonly known as a“say-on-pay” proposal, is required pursuant to Section 14A of the Exchange Act. While thesay-on-pay vote is advisory and thereforenon-binding on the Company, the Board of Directors or the Compensation Committee, it gives our stockholders the opportunity to express their views on our named executive officers’ compensation. Our Board of Directors and Compensation Committee members take seriously and act upon these views. 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-bindingsay-on-pay vote consistent with the recommendation of a majority of our stockholders expressed by vote at our 2017 Annual Meetingannual meeting of Stockholders.stockholders.

The Board of Directors and the Compensation Committee will review the voting results of this advisorysay-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 20182019 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 stockholders. The Board of Directors encourages you to carefully review the information regarding our executive compensation program contained in this Proxy Statement.

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BoardProxy Statement and Notice of Directors’ Recommendation The Board of Directors recommends that you vote FOR the following resolution: “Resolved, that the stockholders advise that they APPROVE the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material.”2019 Annual Meeting

Executive Summary

Highlights/Key Takeaways

Our Compensation Policies Follow Stockholder Guidance

Strong approval of our recentsay-on-pay votes.Approximately 94%97% of the of shares present and entitled to vote at our 20172018 annual meeting were cast in favor of the 20172018say-on-pay proposal, with 94% and 96% votedvoting in favor of the proposal in 2016.2017 and 2016, respectively. In 2018,order to assure our stockholders that they are fully informed about our executive compensation policies we met with stockholders in person or by telephone representing approximately 43% of our outstanding common stockofferin-person and telephonic stockholder meetings to receive their feedback. Alldescribe the details of these policies. These meetings included the Chairare led by our Compensation Committee chair or our Lead Independent Director and are not attended by our CEO. In each of the Compensation Committee,last three years, we had such discussions with between 40% and our CEO was not in attendance. Additionally, our officers met in person with more than 330 investors at 19 conferences and road shows since the beginning of 2017. We continue to proactively monitor and review our compensation program in an effort to ensure that it reflects best practices, takes into account the views50% of our stockholders, and ties the majoritywe remain committed to this high level of paytransparency concerning executive compensation, governance, diversity and other subjects important to performance.stockholders of contemporary public companies.

Our Pay for Performance Plan Continues to Evolve

We believe that our current executive compensation program represents a balanced, strategically-aligned structure, appropriately focused onpay-for-performance as demonstrated by the following:

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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.

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Elements of Pay

Base Pay

Historically, the Compensation Committee reviews base salaries annually but approves increases only triennially. Consistent with this, we increased NEO base salaries in 2012 and then not again until 2015. Base salaries were increased slightly in 20152018 to be more in line with our peer group, and at the same time we reduced the maximum cash bonus multiple for our CEO. None of our NEOs have received a base salary increase since 2015. Base salary on average accounts for approximately 13% of NEO total target compensation.group.

Our approach to base pay is to provide a fixed amount to promote recruitment and retention, and reflect individual experience, performance, internal pay equity and peer-group comparisons. The following chart sets forth 20172018 base salaries for our NEOs.

Annual Cash Bonus Plan

In 2017,2018, all executive officers were eligible for an annual cash incentive bonus subject to the achievement of specifiedpre-determined performance goals.

Each NEO has a set Threshold, Targetthreshold, target and Maximummaximum annual cash incentive bonus, each expressed as a percentage of base salary. The CEO’s maximum bonus percentage is 200%225% of base salary and the maximum annual cash incentive bonus for each of our other NEOs is 150%175% of base salary.

The Compensation Committee develops targets for the Annual Cash Bonus Plan to incentivize management to execute near-term transactions and strategies that are expected to result in long-term achievement of profitable growth and balance sheet strength. The Compensation Committee uses stringent measures to set each target, generally based upon our publicly disclosed guidance. For example, to simply reach the target level of bonus in 2017, our NEOs were required to grow Normalized FFO per share by 4.7% and increase investments in hospital real estate by 12% over the level of investment in 2016. In fact, however, we increased our hospital real estate investments by approximately 35% driving extraordinary results for our stockholders and maximum achievement of each of our pre-determined components.

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The following table sets forth the components for the Annual Cash Bonus Plan for 2017,2018, the weighting of each such component, and 20172018 results. The Compensation Committee established the following performance metrics such that our NEOs earn more than the target amounts only when they generate results for our stockholders that significantly exceed historic and publicly disclosed targets.

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Cash Compensation Comparison

As reflected in the table below, the total cash compensation of the NEOs did notincreased in 2018 due to the increased base salary, increase over 2016, evento the maximum potential bonus as a percentage of base salary, and in light of the successful performance with respect to all components of the bonus plan.

Annual Equity Awards

In 2015 and prior years, the Company had an annual equity award plan pursuant to which the Compensation Committee would make annual grants of time-based and performance-based restricted stock, with the value of the equity awarded determined based on an evaluation of prior year performance. For example, the awards made in early 2015 were made based on an evaluation of 2014 performance.

In 2016, the Compensation Committee determined to adjustadjusted the equity granting practice, making grants on a prospective, or forward-looking basis, as opposed to retrospectively, as had been practice in the past. As such, in 2016, the Compensation Committee granted time-based equity for retention and long-term performance based equity that iswas earned based on performance over the 2016—2018 period. This resulted in a decrease in year-over-year pay for our NEOs as reported in the Summary Compensation Table below.

In 2017, the Compensation Committee determined to further adjustadjusted the annual equity awards, adding performance-based equity that vests based on short-term operational metrics and relative TSR. There were two separate components to theone-year performance 2017 equity grants,(i) one-year operational performance, measured based on G&A as a percentage of revenue and Return On Equity (“ROE”)ROE and(ii) one-year relative TSR performance as compared to the SNL US REIT Healthcare REIT Index. Both theone-year operational performance and the relative TSR shares are subject to additional time-based vesting following the performance period, withone-third vesting at the end of each of 2017, 2018 and 2019.

In 2018, the Compensation Committee made two adjustments to the annual equity awards. The first adjustment restructured the performance-based equity by adding an additional operational metric and shifting relative TSR to a modifier, while also lengthening the performance period for the majority of the award. The 2018 performance-based equity can be earned based on bothone-year and three-year ROE, EBITDA and acquisitions goals, and is also subject to a modifier based onone-year and three-year relative TSR performance as compared to the SNL US REIT Healthcare Index. The relative TSR modifier can increase/decrease the award up to 25% (multiplicative). The second adjustment to the annual equity awards was the reintroduction of time-based equity to promote alignment with Company share price and retention.

The following chart provides the target number of shares subject to a one-year and three-year performance periodperiods for our NEOs in 2017,2018, as well as the aggregate grant date fair value of such awards.

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The following chart outlines the performance hurdles set by the Compensation Committee for each of these performance-based awards.

For TargetAt the end of theone-year performance period, the operational metrics are measured and for target performance above,one-third of 100% of the Targettarget number of shares vest. For performance at Thresholdthreshold and Maximum,maximum,one-third of 50% and 200% of the Targettarget number of shares vest. Once the number of earned shares through the achievement of operational metrics has been determined, then relative TSR performance is measured and increases/decreases the number of shares earned by up to+/-25% (multiplicative) at threshold and maximum, respectively. The number of earned shares would not be adjusted for relative TSR performance at target. For example, if the number of shares subject to operational metrics was achieved at maximum and the relative TSR modifier was also achieved at maximum, the number of earned shares (as a percentage of target) would be 200% x 125% = 250% total. For the three-year performance period, the determination of the number of shares earned is calculated in the same fashion as theone-year period (other than measurement against the three-year metrics), providing the opportunity for up to 200% of the target shares to vest, respectively. Forhowever, the total earned award before the relative TSR modifier cannot exceed the maximum number of shares (200% of target). All measurements in both theone- and three-year performance below threshold, no performance shares vest.

Long-Term Equity Awardperiod are subject to linear interpolation.

In 2017,addition to the performance-based equity awards, in early 2018 the Compensation Committee made an additional equity grantalso granted time-based shares that vest ratably over three years. The following chart provides the number of shares that were granted to each of our NEOs to further align management’s interests with those of the stockholders. These awards are earned based on our absolute TSR over a five-year period, ending in 2021. The maximum number of absolute TSR performance shares are earned only if we achieve a cumulative 45% TSR (9% per annum) over the five-year performance period. The absolute TSR award contains an interim earning feature, under which 30% of the shares can be earned based onpro-rated performance (9% per annum) at either the end of the third year or the end of the fourth year. This interim earning feature can only occur once.

The following chart provides the maximum number of shares that can be earned by each of our NEOs over the five-year performance period,2018, as well as the grant date fair value of thesuch awards.

The 2017In summation, the 2018 annual equity awards were designed with aan equally balanced short-term and long-term operational and relative TSR focus that will incentivize management to focus on operational success and performance relative to comparable healthcare REITs in the immediate term, while the long-term absolute TSR shares will continue to alignalso aligning management with stockholders and incentivizeincentivizing long-term growth and stockholder value creation objectives.

The overall magnitude of equity compensation for the NEOs (both annual and long-term equity awards) was determined based on a review of theCompany performance, individual performance, and peer compensation levels provided in the benchmarking materials from our compensation consultant. We do not target a specific percentile of peer compensation levels when determining the size of equity awards.

22    Medical PropertiesTrustProxy Statement and Notice of 2019 Annual Meeting

Off-Cycle Time-Based Equity Award

In December 2018, the Compensation Committee made an additional equity grant, outside of the annual cycle, to each of our NEOs to recognize management for the extraordinary value created for stockholders during the year (as evidenced by well-timed and highly profitable strategic transactions and the 25% TSR in 2018). These awards vest ratably over a three-year period and are not intended to be part of the annual grant structure going forward.

The following chart provides the number of shares subject tooff-cycle awards that were granted to each of our NEOs in 2018, as well as the grant date fair value of such awards.

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Compensation Review Process

Role of the Compensation Committee

Pursuant to its charter, the Compensation Committee is responsible for designing our executive compensation plans, establishing compensation levels, and measuring the performance of our NEOs. The Compensation Committee, which consists of three independent directors, is responsible for the review and approval of all aspects of our executive compensation program. Among other duties, the Compensation Committee is responsible for the following:

In order to assist the Compensation Committee to design, establish and monitor our executive compensation plans, the Compensation Committee has engaged an independent executive compensation consultant, as described below.

Role of the Compensation Consultant

In 2017,2018, the Compensation Committee retained Gressle & McGinley, LLC, a nationally recognized compensation consulting firm (the “Compensation Consultant” or “Gressle & McGinley”). The Compensation Consultant was engaged by and reports directly to the Compensation Committee. Upon the request of the Compensation Committee, a representative of Gressle & McGinley attended meetings of the Compensation Committee and communicated with the Chairman of the Compensation Committee between meetings; however, the Compensation Committee makes all decisions regarding the compensation of our executive officers.

The Compensation Consultant provides various executive compensation services to the Compensation Committee pursuant to a written consulting agreement between the Compensation Committee and the Compensation Consultant. Generally, these services include, among others, (i) advising the Compensation Committee on the principal aspects of our executive compensation program and director compensation program and evolving industry practices; (ii) presenting information to assist the Compensation Committee in determining the appropriate peer group to be used to evaluate the competitiveness of our compensation program; (iii) providing market information and analysis regarding the competitiveness of our program design and our award values in relationship to our performance; and (iv) preparing recommendations based on the Company’s performance, current market trends and corporate governance matters. The Compensation Committee recognizes that it is essential to receive objective advice from its outside compensation consultant. The Compensation Committee has determined, based on a review of relevant factors, that Gressle & McGinley is independent and that their work has not raised any conflict of interests. The Compensation Committee also closely examines the safeguards and steps that Gressle & McGinley takes to ensure that its executive compensation consulting services are objective. The Compensation Committee takes the following factors into consideration:

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The 20172018 peer group is composed of the same companies that were in our 20162017 peer group, with the exceptionexceptions of the additionsaddition of 1) Gaming and Leisure Properties, Inc.Iron Mountain Incorporated (a specialty REIT of appropriate size that uses triple net leases); 2)size), and the removal of Gramercy Property Trust (an appropriately sized REIT that has international properties and uses triple net leases); 3) HCP, Inc. (a health care REIT of appropriate size that has international properties and uses triple net leases); and 4) Sabra Health Care REIT, Inc. (a health care REIT of appropriate size that has international properties and triple net leases). We removed three companies from the 20162017 peer group as they no longer exist due to mergers.its acquisition in 2018. The following table provides key information about our 20172018 peer group as of December 31, 2017.2018.

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Other Aspects of Our Executive Compensation Program

Other Benefits

We maintain a 401(k) Retirement Savings plan and annually match 100% of the first 3% of pay contributed, plus 50% of the next 2% of pay contributed, to such plan by any employee (subject to certain tax limitations). We offer medical, dental, and vision plans, and pay the coverage cost under these plans for the NEOs and their families. Each of our NEOs has an employment agreement with us pursuant to which certain other benefits are provided to them. The material terms of each such employment agreement are set forth under “Employment Agreements with Named Executive Officers” below.

Practices with Regard to Equity Awards and Purchases and Sales of Shares

The Compensation Committee determines the number of shares underlying grants of restricted stock awards and the executive officers who will receive such awards. All NEOs must receive prior authorization for any purchase or sale of our common stock.

We have never granted stock options to our executive officers, and we have not granted any options since those granted to our initial directors in 2004.

Equity Ownership Guidelines

We believe that equity ownership by our directors and officers can help align their interests with our stockholders’ interests. To that end, we have adopted equity ownership guidelines applicable to our directors and to executive officers. While there are no penalties for failure to meet the ownership levels discussed below, we report ownership status to our Compensation Committee on an annual basis. Failure to meet the ownership levels, or show sustained progress towards meeting them, may result in payment to the directors and executive officers of future compensation in the form of equity rather than cash.

With respect to our executive officers, the guidelines require ownership of shares of our common stock, including vested and unvested common stock, within five years of becoming an executive officer with a value equal to the following multiple of his base salary:

Our ownership guidelines also require ownership by eachnon-employee director of shares of our common stock, including vested and unvested common stock, with a value to at least three times the annual fee paid to such director. Eachnon-employee director must comply with the ownership requirement within a period of three years after he or she initially joins the Board, and must come back into compliance within three years in the event that he or she should fall short of this ownership requirement at any time. All of ournon-employee directors and NEOs as of March 20, 201821, 2019 met the equity ownership guidelines, except for Mr. Thompson and Ms. Pitman who each have three years from their initial election to the Board to reach compliance.

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Clawback Policy

In February 2013, the Board adopted a clawback policy applicable to our executive officers. The policy allows for the recoupment of incentive awards (including awards made under our annual cash bonus plan and long-term incentive plans) in the event the Company is required to restate its financial statements due to the material noncompliance of the Company with financial reporting requirements under the securities laws, as a result of intentional misconduct, fraud or gross negligence.

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Beginning January 1, 2018, all compensation to all NEOs is subject to the $1 million deduction limit. However, we do not believe this change will affect our net income. The Company believes that, because it qualifies as a REIT under the Code and pays dividends sufficient to minimize federal income taxes, the payment of compensation in excess of the $1 million deduction limit in future years will generally not affect the Company’s net income. For these reasons, the Compensation Committee’s compensation policy and practices are not directly guided by considerations relating to Section 162(m). To the extent that compensation does not qualify for a deduction under Section 162(m), a larger portion of stockholder distributions

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The employment agreements with the NEOs provide for contractual severance benefits and accelerated vesting of equity grants in the event of a change of control, which we believe are common in the REIT industry, are designed to reinforce and encourage the continued attention and dedication of our executive officers to their assigned duties without distraction or fear of job loss in the face of an actual or threatened change of control and to ensure that our management is motivated to negotiate the best merger consideration for our stockholders.

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Summary Compensation Table

The amounts in the table below are a summary of the components of compensation our NEOs received in the last three years: