Definitive proxy statements

Pay vs Performance Disclosure

v3.23.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

PAY-VERSUS-PERFORMANCE TABLE

 

As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for our 2020, 2021, and 2022 fiscal years.

 

                              Value of Initial Fixed $100 Investment Based On:              
Year     Summary
Compensation
Table for
PEO($)(1)		     Compensation
Actually
Paid to
PEO($)(2)		     Average
Summary
Compensation
Table
Total for
Non-PEO
NEOs($)(1)		     Average
Compensation
Actually
Paid to Non
-PEO
NEOs($)(2)		     Total
Shareholder
Return($)		     Peer
Group
Total
Shareholder
Return($)		     Net Income (Loss)
(in thousands)($)		     Adjusted
Funds
From
Operations
(AFFO) Per
Share and
Unit($)(4)		  
2022       1,839,215       (1,034,220 )     915,639       (538,467 )     140.39       121.98       19,996       0.98  
2021       1,506,795       2,867,359       751,959       1,308,521       160.53       122.21       18,342       0.95  
2020       3,086,114       3,182,519       1,134,104       1,101,882       105.76       92.42       (2,499 )(3)     0.88  

 

1) Represents the total amount from the Summary Compensation Table for each applicable year (each, a “covered year”) for the PEO and the average of the total amounts of all non-PEO NEOs from the Summary Compensation Table for each covered year. Our PEO and the non-PEO NEOs for each applicable year are as follows:

 

a) PEO:

 

i) 2022: Jeffrey Busch

 

ii) 2021: Jeffrey Busch

 

iii) 2020: Jeffrey Busch

 

b) Non-PEO NEOs:

 

i) 2022: Robert Kiernan, Alfonzo Leon, Danica Holley, Jamie Barber

 

ii) 2021: Robert Kiernan, Alfonzo Leon, Danica Holley, Jamie Barber

 

iii) 2020: Robert Kiernan, Alfonzo Leon, Danica Holley, Jamie Barber

 

2) Compensation Actually Paid is calculated as follows for each covered year with respect to the PEO, the total of, and with respect to the Non-PEO NEOs, the total average for all non-PEO NEOs of:

 

a) the total amount from the Summary Compensation Table;

 

b) less the total amount from the “Stock Awards” column of the Summary Compensation Table (which represents the total grant date fair value for awards granted in that year);

 

c) plus or minus

 

i) for awards that were issued during the covered year and that remained outstanding as of the end of the covered year, the end of year fair value of such awards;

 

ii) for awards that were issued prior to the covered year but that vested during the covered year, the difference in fair value from the end of the year prior to the covered year and the fair value as of the vesting date;

 

iii) for awards that were issued prior to the covered year and that remained outstanding as of the end of the covered year, the difference in fair value from the end of the covered year and the end of the prior year of such awards; and

 

iv) for awards that were granted in the covered year and vested in the covered year, the fair value of such awards as of the vesting date,

 

d) less, for awards granted in years prior to the covered year that failed to meet the applicable vesting conditions during the covered year, the fair value of such awards as of the end of the prior year.

 

For our time-based vesting awards, we base our fair value calculations on the closing stock price of our common stock on the measurement date multiplied by the number of granted awards.

 

For our unearned annual performance-based awards, we base our fair value calculations on the closing stock price of our common stock on the measurement date multiplied by the number of target awards. For our earned annual performance-based awards, we base our fair value calculations on the closing stock price of our common stock on the measurement date multiplied by the number of awards earned. Because our NEOs may earn from 50% to 150% of their target grants under our annual incentive plans, amounts for the same plan that may have been reported based on target amounts prior to such awards being earned may be reported based on amounts that are smaller or larger than the target amounts after being earned and converted into time-based vesting awards.

 

For our unearned long-term performance-based awards, we base our fair value calculations on a price per award that is determined by a Monte Carlo simulation, which is a generally accepted statistical technique used to simulate a range of possible future stock prices for the Company and the members of the Dow Jones U.S. Real Estate Healthcare Index over the remaining performance period, multiplied by the number of target awards. Once earned, the fair values of our long-term performance-based awards are calculated in the same manner as our time-based vesting awards. Although our NEOs can earn from 50% to 200% of their target awards under our long-term performance-based incentive plans, the probability of the number of awards to be earned upon settlement is factored into the Monte Carlo simulation for unearned awards. With respect to time-based vesting awards and performance-based awards, we factor distributions and distribution equivalents received prior to, or on, the vesting date into the calculation of Compensation Actually Paid.

 

The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid to our PEO.

 

Reconciliation of Summary Compensation Table Total to Compensation Actually Paid to PEO   2022 ($)     2021 ($)     2020 ($)  
Summary Compensation Table Total     1,839,215       1,506,795       3,086,114  
Grant Date Fair Value of Awards Granted in Fiscal Year     (860,000 )     (540,000 )     (2,460,000 )
Fair Value at Fiscal Year End of Outstanding and Unvested Awards Granted in Fiscal Year     345,509       779,176       3,066,062  
Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years That Vested During Fiscal Year     (722,931 )     (133,027 )     (411,591 )
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years     (1,859,250 )     963,595       (357,749 )
Fair Value at Vesting of Awards Granted in Fiscal Year That Vested During Fiscal Year     —       —       —  
Fair Value as of Prior Fiscal Year End of Awards Granted in Prior Years That Failed to Vest During Fiscal Year     —       —       —  
Dividends and Dividend Equivalent Rights Paid on Outstanding and Unvested Awards     223,237       290,820       259,683  
Compensation Actually Paid     (1,034,220 )     2,867,359       3,182,519  

 

Reconciliation of Summary Compensation Table Total to Average Compensation Actually Paid to Non-PEO NEOs   2022 ($)     2021 ($)     2020 ($)  
Summary Compensation Table Total     915,639       751,959       1,134,104  
Grant Date Fair Value of Awards Granted in Fiscal Year     (443,500 )     (304,500 )     (872,500 )
Fair Value at Fiscal Year End of Outstanding and Unvested Awards Granted in Fiscal Year     174,043       446,471       1,082,614  
Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years That Vested During Fiscal Year     (355,057 )     (127,320 )     (129,680 )
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years     (933,128 )     388,853       (237,812 )
Fair Value at Vesting of Awards Granted in Fiscal Year That Vested During Fiscal Year     —       —       —  
Fair Value as of Prior Fiscal Year End of Awards Granted in Prior Years That Failed to Vest During Fiscal Year     —       —       —  
Dividends and Dividend Equivalent Rights Paid on Outstanding and Unvested Awards     103,537       153,058       125,156  
Compensation Actually Paid     (538,467 )     1,308,521       1,101,882  

 

3) Net income in 2020 included a one-time charge of $14,005 related to the Internalization.

 

4) We compute AFFO by modifying Funds From Operations, which we calculate in accordance with standards established by the National Association of Real Estate Investment Trusts, for certain cash and non-cash items and certain recurring and non-recurring items. Refer to “Non-GAAP Financial Measures” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2022.

 

The table below shows the relationships between the following: (i) the percentage difference in the amounts shown in the total column of the summary compensation table for our PEO and actual compensation paid (as determined by the table above), (ii) the percentage difference in the average amount for our non-PEO NEOs and actual compensation paid (as determined by the table above) and (iii) the total return of our common stock, and (b) the total return of the MSCI U.S. REIT Healthcare Index:

 

Year   % Change from PEO
Summary Compensation
Table and Actual
Compensation Paid		     % Change from Non-PEO
NEO Summary
Compensation Table and
Actual Compensation Paid		     Company
TSR%		     MSCI U.S. REIT
Healthcare
Index TSR (%)		  
2022     (156 )     (159 )     (12.6 )     (0.2 )
2021     90       74       51.8       32.2  
2020     (3 )     (3 )     5.8       (7.6 )

 

The table below shows the relationships between the following: (i) the percentage differences in the amounts shown in the total column of the summary compensation table for our PEO and the average amount for our non-PEO NEOs versus actual compensation paid to such PEO and non-PEO (as determined by the table above) and (ii) (a) the Company’s net income and (b) AFFO:

 

Year   % Change from PEO
Summary Compensation
Table and Actual
Compensation Paid		     % Change from Non-PEO
NEO Summary
Compensation Table and
Actual Compensation Paid		     % Change
in Net
Income		     % Change in
AFFO		  
2022     (156 )     (159 )     9       3  
2021     90       74       59       8  
2020     (3 )     (3 )     20 (1)     17  

 

(1) For comparative purposes, we added back the one-time management internalization expense of $14,005. Actual net income for 2022 was $(2,499).

 

The following table provides a list of the most important financial measures that the Company used to measure NEO performance-based compensation for 2022:

 

AFFO per share Acquisition Activity Debt-to-Assets (Leverage) Ratio

 

See “Compensation, Discussion and Analysis—Summary of 2022 Compensation—Elements of Executive Compensation—Annual Incentive Plan,” for a more detailed description of how the financial measures above are used to measure NEO performance-based compensation for 2022.

    
Company Selected Measure Name Adjusted Funds From Operations (AFFO) Per Share    
Named Executive Officers, Footnote [Text Block]
1) Represents the total amount from the Summary Compensation Table for each applicable year (each, a “covered year”) for the PEO and the average of the total amounts of all non-PEO NEOs from the Summary Compensation Table for each covered year. Our PEO and the non-PEO NEOs for each applicable year are as follows:

 

a) PEO:

 

i) 2022: Jeffrey Busch

 

ii) 2021: Jeffrey Busch

 

iii) 2020: Jeffrey Busch

 

b) Non-PEO NEOs:

 

i) 2022: Robert Kiernan, Alfonzo Leon, Danica Holley, Jamie Barber

 

ii) 2021: Robert Kiernan, Alfonzo Leon, Danica Holley, Jamie Barber

 

iii) 2020: Robert Kiernan, Alfonzo Leon, Danica Holley, Jamie Barber

 

    
PEO Total Compensation Amount $ 1,839,215 $ 1,506,795 $ 3,086,114
PEO Actually Paid Compensation Amount $ (1,034,220) 2,867,359 3,182,519
Adjustment To PEO Compensation, Footnote [Text Block]
2) Compensation Actually Paid is calculated as follows for each covered year with respect to the PEO, the total of, and with respect to the Non-PEO NEOs, the total average for all non-PEO NEOs of:

 

a) the total amount from the Summary Compensation Table;

 

b) less the total amount from the “Stock Awards” column of the Summary Compensation Table (which represents the total grant date fair value for awards granted in that year);

 

c) plus or minus

 

i) for awards that were issued during the covered year and that remained outstanding as of the end of the covered year, the end of year fair value of such awards;

 

ii) for awards that were issued prior to the covered year but that vested during the covered year, the difference in fair value from the end of the year prior to the covered year and the fair value as of the vesting date;

 

iii) for awards that were issued prior to the covered year and that remained outstanding as of the end of the covered year, the difference in fair value from the end of the covered year and the end of the prior year of such awards; and

 

iv) for awards that were granted in the covered year and vested in the covered year, the fair value of such awards as of the vesting date,

 

d) less, for awards granted in years prior to the covered year that failed to meet the applicable vesting conditions during the covered year, the fair value of such awards as of the end of the prior year.

 

For our time-based vesting awards, we base our fair value calculations on the closing stock price of our common stock on the measurement date multiplied by the number of granted awards.

 

For our unearned annual performance-based awards, we base our fair value calculations on the closing stock price of our common stock on the measurement date multiplied by the number of target awards. For our earned annual performance-based awards, we base our fair value calculations on the closing stock price of our common stock on the measurement date multiplied by the number of awards earned. Because our NEOs may earn from 50% to 150% of their target grants under our annual incentive plans, amounts for the same plan that may have been reported based on target amounts prior to such awards being earned may be reported based on amounts that are smaller or larger than the target amounts after being earned and converted into time-based vesting awards.

 

For our unearned long-term performance-based awards, we base our fair value calculations on a price per award that is determined by a Monte Carlo simulation, which is a generally accepted statistical technique used to simulate a range of possible future stock prices for the Company and the members of the Dow Jones U.S. Real Estate Healthcare Index over the remaining performance period, multiplied by the number of target awards. Once earned, the fair values of our long-term performance-based awards are calculated in the same manner as our time-based vesting awards. Although our NEOs can earn from 50% to 200% of their target awards under our long-term performance-based incentive plans, the probability of the number of awards to be earned upon settlement is factored into the Monte Carlo simulation for unearned awards. With respect to time-based vesting awards and performance-based awards, we factor distributions and distribution equivalents received prior to, or on, the vesting date into the calculation of Compensation Actually Paid.

 

The following table provides a reconciliation of the Summary Compensation Table Total to Compensation Actually Paid to our PEO.

 

Reconciliation of Summary Compensation Table Total to Compensation Actually Paid to PEO   2022 ($)     2021 ($)     2020 ($)  
Summary Compensation Table Total     1,839,215       1,506,795       3,086,114  
Grant Date Fair Value of Awards Granted in Fiscal Year     (860,000 )     (540,000 )     (2,460,000 )
Fair Value at Fiscal Year End of Outstanding and Unvested Awards Granted in Fiscal Year     345,509       779,176       3,066,062  
Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years That Vested During Fiscal Year     (722,931 )     (133,027 )     (411,591 )
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years     (1,859,250 )     963,595       (357,749 )
Fair Value at Vesting of Awards Granted in Fiscal Year That Vested During Fiscal Year     —       —       —  
Fair Value as of Prior Fiscal Year End of Awards Granted in Prior Years That Failed to Vest During Fiscal Year     —       —       —  
Dividends and Dividend Equivalent Rights Paid on Outstanding and Unvested Awards     223,237       290,820       259,683  
Compensation Actually Paid     (1,034,220 )     2,867,359       3,182,519  

 

    
Non-PEO NEO Average Total Compensation Amount $ 915,639 751,959 1,134,104
Non-PEO NEO Average Compensation Actually Paid Amount $ (538,467) 1,308,521 1,101,882
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
2) Compensation Actually Paid is calculated as follows for each covered year with respect to the PEO, the total of, and with respect to the Non-PEO NEOs, the total average for all non-PEO NEOs of:

 

a) the total amount from the Summary Compensation Table;

 

b) less the total amount from the “Stock Awards” column of the Summary Compensation Table (which represents the total grant date fair value for awards granted in that year);

 

c) plus or minus

 

i) for awards that were issued during the covered year and that remained outstanding as of the end of the covered year, the end of year fair value of such awards;

 

ii) for awards that were issued prior to the covered year but that vested during the covered year, the difference in fair value from the end of the year prior to the covered year and the fair value as of the vesting date;

 

iii) for awards that were issued prior to the covered year and that remained outstanding as of the end of the covered year, the difference in fair value from the end of the covered year and the end of the prior year of such awards; and

 

iv) for awards that were granted in the covered year and vested in the covered year, the fair value of such awards as of the vesting date,

 

d) less, for awards granted in years prior to the covered year that failed to meet the applicable vesting conditions during the covered year, the fair value of such awards as of the end of the prior year.

 

For our time-based vesting awards, we base our fair value calculations on the closing stock price of our common stock on the measurement date multiplied by the number of granted awards.

 

For our unearned annual performance-based awards, we base our fair value calculations on the closing stock price of our common stock on the measurement date multiplied by the number of target awards. For our earned annual performance-based awards, we base our fair value calculations on the closing stock price of our common stock on the measurement date multiplied by the number of awards earned. Because our NEOs may earn from 50% to 150% of their target grants under our annual incentive plans, amounts for the same plan that may have been reported based on target amounts prior to such awards being earned may be reported based on amounts that are smaller or larger than the target amounts after being earned and converted into time-based vesting awards.

 

For our unearned long-term performance-based awards, we base our fair value calculations on a price per award that is determined by a Monte Carlo simulation, which is a generally accepted statistical technique used to simulate a range of possible future stock prices for the Company and the members of the Dow Jones U.S. Real Estate Healthcare Index over the remaining performance period, multiplied by the number of target awards. Once earned, the fair values of our long-term performance-based awards are calculated in the same manner as our time-based vesting awards. Although our NEOs can earn from 50% to 200% of their target awards under our long-term performance-based incentive plans, the probability of the number of awards to be earned upon settlement is factored into the Monte Carlo simulation for unearned awards. With respect to time-based vesting awards and performance-based awards, we factor distributions and distribution equivalents received prior to, or on, the vesting date into the calculation of Compensation Actually Paid.

 

Reconciliation of Summary Compensation Table Total to Average Compensation Actually Paid to Non-PEO NEOs   2022 ($)     2021 ($)     2020 ($)  
Summary Compensation Table Total     915,639       751,959       1,134,104  
Grant Date Fair Value of Awards Granted in Fiscal Year     (443,500 )     (304,500 )     (872,500 )
Fair Value at Fiscal Year End of Outstanding and Unvested Awards Granted in Fiscal Year     174,043       446,471       1,082,614  
Change in Fair Value as of Vesting Date of Awards Granted in Prior Fiscal Years That Vested During Fiscal Year     (355,057 )     (127,320 )     (129,680 )
Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years     (933,128 )     388,853       (237,812 )
Fair Value at Vesting of Awards Granted in Fiscal Year That Vested During Fiscal Year     —       —       —  
Fair Value as of Prior Fiscal Year End of Awards Granted in Prior Years That Failed to Vest During Fiscal Year     —       —       —  
Dividends and Dividend Equivalent Rights Paid on Outstanding and Unvested Awards     103,537       153,058       125,156  
Compensation Actually Paid     (538,467 )     1,308,521       1,101,882  

 

    
Tabular List [Table Text Block]

The following table provides a list of the most important financial measures that the Company used to measure NEO performance-based compensation for 2022:

 

AFFO per share Acquisition Activity Debt-to-Assets (Leverage) Ratio

 

    
Total Shareholder Return Amount $ 140.39 160.53 105.76
Peer Group Total Shareholder Return Amount 121.98 122.21 92.42
Net Income (Loss) $ 19,996,000 $ 18,342,000 $ (2,499,000)
Company Selected Measure Amount 0.98 0.95 0.88
PEO Name Jeffrey Busch    
Management Fee Expense $ 14,005    
Percentage Of Change from PEO Summary Compensation Table and Actual Compensation Paid (156.00%) 90.00% (3.00%)
Percentage Of Change from Non-PEO NEO Summary Compensation Table and Actual Compensation Paid (159.00%) 74.00% (3.00%)
Percentage Of Company Total Stockholder Return (12.60%) 51.80% 5.80%
Percentage Of MSCI U.S. REIT Healthcare Index Total Stockholder Return (0.20%) 32.20% (7.60%)
Percentage Of Change In Net Income 9.00% 59.00% 20.00%
Percentage Of Change In Adjusted Funds From Operations 3.00% 8.00% 17.00%
Actual Net Income $ (2,499)    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name AFFO per share    
Non-GAAP Measure Description [Text Block]
4) We compute AFFO by modifying Funds From Operations, which we calculate in accordance with standards established by the National Association of Real Estate Investment Trusts, for certain cash and non-cash items and certain recurring and non-recurring items. Refer to “Non-GAAP Financial Measures” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2022.

 

    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Acquisition Activity    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Debt-to-Assets (Leverage) Ratio    
PEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value)      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (860,000) $ (540,000) $ (2,460,000)
PEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 345,509 779,176 3,066,062
PEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (722,931) (133,027) (411,591)
PEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,859,250) 963,595 (357,749)
PEO [Member] | Dividends and Dividend Equivalent Rights Paid on Outstanding and Unvested Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 223,237 290,820 259,683
Non-PEO NEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value)      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (443,500) (304,500) (872,500)
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 174,043 446,471 1,082,614
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (355,057) (127,320) (129,680)
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (933,128) 388,853 (237,812)
Non-PEO NEO [Member] | Dividends and Dividend Equivalent Rights Paid on Outstanding and Unvested Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 103,537 $ 153,058 $ 125,156