Form DEF 14A MEDICAL PROPERTIES TRUST For: May 26

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Amount previously paid:

Form, Schedule or Registration Statement No.:

Filing party:

Date filed:

Proxy Summary

OVER

$6.9 Billion

SINCE IPO*

$3.6 Billion

ACQUISITIONS CLOSED IN 2020

15%

49%

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

$8.1 Billion in Acquisitions closed

and 103% total pro forma gross asset growth⁽¹⁾ since the beginning of 2019

Year-over-year growth in net income

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

Continuous Tenant Diversification

(based on total pro forma gross assets⁽¹⁾)

15.5 Years

Weighted-Average

Lease and Loan Maturity

30.0%

Total Pro Forma Gross Assets⁽¹⁾
CAGR since IPO

8

Consecutive Years of Dividend Growth

5.9%

Dividend Growth in 2020

Medical

Properties

Trust TSR

SNL US REIT
Healthcare Index

Outperformed by 15%

Outperformed by 68%

Outperformed by 131%

Outperformed by 274%

SNL US REIT
Equity Index

Outperformed by 14%

Outperformed by 73%

Outperformed by 124%

Outperformed by 364%

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

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

Proxy Summary

3-year TSR of 89% outperforming the healthcare and broader REIT industries by 68% and 73%, respectively

Accretive acquisitions of over $8 billion

Growth in net income of 49% and growth in normalized FFO⁽¹⁾ of 75%

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

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

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

Majority of equity compensation is performance-based

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

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

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

Meaningful stockholder engagement and response to feedback

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

Anti-hedging and anti-pledging policies

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

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

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

Strong Stockholder Support for our Executive Compensation Program

Our 2020 Say-on-Pay vote received over 95% support from our stockholders, which is consistent with our average Say-on-Pay vote results over the past five years as compared to approximately 90% in the overall 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 over 60% of our shares outstanding and based on the feedback we received and our strong Say-on-Pay support in 2020, we maintained the core elements of our compensation program and made certain enhancements to reinforce our

MPW    95.0%

All REITs    90.2%

5-Year

Average SoP

Support

MPW    95.4%

All REITs    90.3%

2020 SoP

Support

Proxy Summary

Proxy Summary

Environmental Sustainability

Our company-wide environmental policy confirms our commitment to sustainability, and we have implemented numerous environmental initiatives at our corporate headquarters and through our development projects.

Our corporate headquarters was Energy Star rated for 2017 and 2018, and energy saving initiatives in 2020 saved over 200,000 kWh compared to 2019

Established an Environmental Sustainability and Governance (“ESG”) Committee in 2019 to further drive environmental performance improvements across all aspects of our business

Incorporated ESG performance metrics into our executive compensation program to reinforce our commitment to corporate responsibility

Invest in environmentally responsible design features for our development projects

Actively engage with our tenants to encourage environmental improvements across our hospital portfolio, substantially increasing our tenant engagement in 2020

Committed to fighting climate change through various initiatives

Our People

We are committed to providing a dynamic and supportive workplace for our employees that encourages both personal and professional growth through significant training and continuing education opportunities.

41% of all MPT employees are female and 40% of all MPT employees report to a female manager or director

Established Company-wide human rights, and health and safety policies

Provide regular training for our employees including anti-harassment, cybersecurity and data security awareness

Improved the diversity of our workforce

Our Communities

Given our long-term focus and ownership of our properties, we believe that it is of critical importance to improve the communities in which we operate by providing financial and volunteer support for private and public non-profit programs aimed at improving communities and public health.

Established a Charity and Community Support Committee through which we support health, social, educational and community organizations

Contributed to approximately 200 different organizations in 2020 while increasing the magnitude of our contributions by over 50%, recognizing our fortunate financial position and those in dire need during the pandemic

Proposal 1: Election of Directors

Edward K.

Aldag, Jr.

Chief Executive Officer and

President

(since 2003)

Chairman of the Board of

Directors (since 2004)

Age 57

Director since 2004

Committees:

Investment

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.

Mr. Aldag launched Medical Properties Trust, Inc. (NYSE: MPW) in 2003 as the nation’s only real estate investment trust (REIT) focusing exclusively on hospitals. Today, Medical Properties Trust is the established leader in the hospital REIT sector, with approximately 430 facilities across the United States, Western Europe, South America, and Australia. Under Mr. Aldag’s leadership, MPT’s assets have grown to approximately $20 billion and the Company has become the second largest U.S.-based owner of hospital beds, with more than 43,000 in its portfolio.

Mr. Aldag serves on the board of Children’s of Alabama, one of the nation’s leading hospitals for children, and as a director and member of the investment committee of the Alabama Children’s Hospital Foundation. He also serves as a board member for Mitchell’s Place, benefitting children with autism; the Birmingham Education Foundation, dedicated to increasing the number of students in Birmingham City Schools that are on the path to college, career and life readiness; the American Sports Medicine Institute, which works to understand, prevent and treat sports-related injuries; and serves as a member of the executive committee of the Birmingham Business Alliance. He is a guest lecturer at both the University of Alabama and the University of Alabama at Birmingham (UAB) and part of the UAB President’s Campaign Leadership Cabinet for a $1 billion campaign. In November 2017, he was selected as a member of the national advisory board of governors for Nareit (the National Association of Real Estate Investment Trusts).

Mr. Aldag was appointed as a board member of Infracore SA in May 2019 and as a board member of Générale-Beaulieu Immobilière SA in June 2020. A native of Eufaula, Alabama, Mr. Aldag is a graduate of the University of Alabama, where he majored in finance.

G. Steven

Dawson

Age 63

Director since 2004

Committees:

Audit (Chair)

Investment

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 and as Chairman of our Audit Committee.

Since 2003, Mr. Dawson has primarily been a private investor in real estate, energy and financial services companies in the U.S. and Canada, and has served on the boards of numerous public and private REITs and financial services companies. During portions of 2011 – 2013, 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 currently 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 Cohen & Co. (NYSE American: COHN), an investment firm specializing in credit-related fixed income investments in the U.S. and Europe. 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 in the U.S. 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.

Proposal 1: Election of Directors

R. Steven

Hamner

Executive Vice President

and Chief Financial Officer

(since 2003)

Age 64

Director since 2005

Committees:

Investment

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.

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 of Ernst & Young LLP and its predecessors.

Mr. Hamner received a B.S. in Accounting from Louisiana State University.

Caterina A.

Mozingo

Age 53

Director since 2020

The Board believes that Ms. Mozingo’s experience as a public accountant and consultant to real estate and healthcare companies and her experience providing tax consulting services to for profit and not-for-profit companies including publicly traded and privately held entities make her highly qualified to serve as a member of our Board.

Ms. Mozingo is a tax partner with Aldridge, Borden & Company, P.C., a CPA firm that she joined in 1995. Her experience at Aldridge, Borden & Company includes a broad range of tax consulting and compliance services for businesses, individuals, fiduciaries and tax-exempt entities. She began her career in public accounting with Coopers & Lybrand, LLP.

Ms. Mozingo is a member of the American Institute of CPAs, and the Alabama Society of CPAs where she serves on the State Taxation Committee. She also serves on the board of directors of the University of Alabama Federal Tax Clinic where she is President Elect. Ms. Mozingo graduated summa cum laude from the University of Alabama in Commerce and Business Administration before earning a Master of Tax Accounting degree.

Proposal 1: Election of Directors

Elizabeth N.

Pitman

Age 57

Director since 2018

Committees:

Ethics, Nominating and Corporate Governance

The Board believes that Ms. Pitman’s experience as a healthcare lawyer and her experience providing counsel to publicly traded and privately owned hospitals and healthcare systems make her highly qualified to serve as a member of our Board.

Ms. Pitman has been an attorney with Waller, Landen, Dortch & Davis, LLP, a leading provider of legal services to the healthcare industry, since 2015. From July 2013 to December 2013, she worked as corporate counsel for Vitera Healthcare Solutions, LLC, and prior to that, from October 2008 to July 2013, she served as general counsel at Success EHS, Inc., both providers of electronic health records and revenue cycle management solutions. Ms. Pitman has provided counsel to companies, hospitals and healthcare systems, surgery centers, physician groups and healthcare information technology companies on a variety of matters, including healthcare regulatory, privacy, data and cyber security compliance, technology licensing, and mergers and acquisitions.

Ms. Pitman earned a B.S. in Accounting from the University of Alabama and a Juris Doctorate from the University of Alabama School of Law. She also is certified in Healthcare Privacy Compliance (CHPC).

D. Paul

Sparks, Jr.

Age 58

Director since 2014

Committees:

Audit

Compensation (Chair)

Investment

The Board believes that Mr. Sparks’s substantial experience in executive positions and his ability to guide companies through periods of growth and development makes him a valued advisor and qualified to serve as Chairman of the Compensation Committee and as a member of our Board.

Mr. Sparks retired in January 2016 after a 32-year career in the energy industry. Prior to his retirement, he was Senior Vice President of Resource Development for Energen Resources Corporation (NYSE: EGN), holding various positions with Energen since 1989, including Senior Vice President of Operations from 2006 until 2012. During his 27 years at Energen, Mr. Sparks helped Energen grow from a small regulated utility to a top 20 independent oil and gas exploration and production company in the U.S. Mr. Sparks was responsible for the forward-looking strategy and implementation of valuing and developing the assets of Energen Resources Corporation. Prior to joining Energen, Mr. Sparks worked with Amoco Corporation, a global chemical and oil company, in Texas and Louisiana.

Mr. Sparks has been active in a number of organizations: he is the former 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 1984 graduate of Mississippi State University with a degree in Petroleum Engineering. He is also a Bagley College of Engineering Distinguished Fellow and a member of the College’s Advisory Board.

Proposal 1: Election of Directors

Michael G.

Stewart

Age 65

Director since 2016

Lead Independent Director

Committees:

Compensation

Ethics, Nominating and Corporate Governance

The Board believes that Mr. Stewart’s legal background and extensive knowledge of healthcare, legal and corporate governance and addressing various healthcare issues, make him a valued advisor and highly qualified to serve as a member of our Board.

Mr. Stewart is presently a private investor. He served as Executive Vice President, General Counsel and Secretary of the Company from 2005 – 2010. Mr. Stewart formerly worked with law firms Berkowitz, Lefkovits, Isom & Kushner (now Baker Donelson) and Constangy, Brooks & Smith, having a law practice that encompassed corporate, healthcare, litigation, employment and labor. Mr. Stewart also served as Vice President and General Counsel of Complete Health Services, Inc. (later, United Healthcare of the South). Throughout his professional career, he has provided private consulting services to physician groups and other healthcare providers.

Mr. Stewart is the author of four novels that have been published by G.P. Putnam’s Sons and Random House. He is a graduate of Auburn University with a B.S. degree in Business Administration with an emphasis in Information Systems and received his Juris Doctorate degree from the Cumberland School of Law at Samford University.

C. Reynolds

Thompson, III

Age 58

Director since 2016

Committees:

Audit

Compensation

Ethics, Nominating and

Corporate Governance

(Chair)

The Board believes that Mr. Thompson’s significant executive experience and deep understanding of all aspects of real estate investment trusts make him a valued advisor and well qualified to serve as a member of our Board.

Mr. Thompson has served as Chairman and Chief Investment Officer of Select Strategies Realty of Cincinnati (“Select”), a privately held real estate investment company that specializes in the development, acquisition, management and leasing of retail and mixed-use real estate in Midwestern and Southeastern U.S. since 2014. Select has sponsored retail investments in excess of $250 million and has provided management and leasing services for over four million retail square feet. Founded in 2005, the firm has 10 offices along with its Cincinnati headquarters. The company manages and leases retail assets in nine states as well as office and multifamily assets in Ohio and Kentucky. Prior to joining Select, Mr. Thompson was President and Chief Financial Officer (1997 – 2013) of Colonial Properties Trust, a $4 billion publicly traded REIT with a portfolio of multifamily, office, retail and mixed-use assets. During a 16-year career with Colonial, he also served as CEO, COO and CIO. He has extensive public company management, operating and investment experience having raised $950 million in equity, $2.5 billion in debt and completed acquisitions totaling $3 billion. Prior to this, Mr. Thompson worked in acquisitions and due diligence for Carr America Realty Corporation, a then publicly traded REIT. Mr. Thompson began his career as a commercial lending officer at SunTrust Bank (now Truist Bank).

Mr. Thompson is a member of the Board of Visitors of the Culverhouse College of Business at the University of Alabama. He previously served on the Board of Governors of the National Association of Real Estate Investment Trusts, and the board of directors of the Birmingham Business Alliance and United Way of Central Alabama. Mr. Thompson holds a B.S. degree with Special Attainments in Commerce from Washington and Lee University.

Proposal 1: Election of Directors

Proposal 1: Election of Directors

G. Steven Dawson

Chairman

D. Paul Sparks, Jr.

C. Reynolds Thompson, III

The Board 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 Mr. Dawson and Mr. Thompson each qualifies as an “audit committee financial expert” under current Securities and Exchange Commission (“SEC”) regulations. The Board has also determined that service by Mr. Dawson and Mr. Thompson 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 report of the Audit Committee appears on page 13 of this Proxy Statement.

Proposal 1: Election of Directors

D. Paul Sparks, Jr.

Chairman

Michael G. Stewart

C. Reynolds Thompson, III

Pursuant to the NYSE listing standards, in determining the independence of the directors serving on the Compensation Committee, our Board 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. Based on these factors, the Board determined that all of the Compensation Committee members are independent.

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 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 approves the Chief Executive Officer’s compensation. 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 other than his own. 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 39 of this Proxy Statement.

In 2020, the Compensation Committee engaged Gressle & McGinley, a nationally recognized compensation consultant. Gressle & McGinley assisted the Compensation Committee in determining the amount and form of executive compensation. The Compensation Committee also considered information presented by Gressle & McGinley when reviewing the appropriate types and levels of compensation for the Company’s non-employee director compensation program. Information concerning the nature and scope of Gressle & McGinley’s assignments and related disclosure is included in “Compensation Discussion and Analysis” beginning on page 23 of this Proxy Statement. The Compensation Committee has assessed the independence of Gressle & McGinley, 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, the Compensation Committee has determined that Gressle & McGinley is independent and that their work has not raised any conflicts of interest.

Proposal 1: Election of Directors

C. Reynolds Thompson, III

Chairman

Elizabeth N. Pitman

Michael G. Stewart

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; recommending the composition of the Board’s committees to the full Board; periodically reviewing the performance and effectiveness of the Board as a body; and periodically reviewing our corporate governance guidelines and policies. 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.

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 stockholders, 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 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:

•   directors should possess the highest personal and professional ethics, integrity, and values

•   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

•   directors should be committed to representing the long-term interests of our stockholders

•   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 for an extended period of time

•   directors should not serve on more than three boards of public companies in addition to our Board

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 eight of the incumbent directors for re-election to the Board. The entire Board approved such recommendation.

Proposal 1: Election of Directors

Edward K. Aldag, Jr.

Chairman

G. Steven Dawson

R. Steven Hamner

D. Paul Sparks, Jr.

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 is between $20 million and $100 million.

Proposal 2: Ratification of Independent Registered Public Accounting Firm

Fees

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Total

Proposal 2: Ratification of Independent Registered Public Accounting Firm

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

Energy Star Rated

Over 200,000 kWh

in Energy Savings in 2020

Increased

Recycling Rates

corporate headquarters building

in 2017 and 2018

compared to 2019, achieved through energy

efficient lighting and other energy saving initiatives

through introducing recycling program

across a number of waste streams

Corporate Responsibility

Prior owner or tenant remediation commitments in accordance with regulatory requirements

Property submission into a voluntary compliance or clean-up program

The use of environmental or other insurance policies as recommended by outside counsel and risk management firms

The use of third-party firms that conduct physical inspections of our facilities to understand the operations and environmental improvements needed

Corporate Responsibility

Corporate Responsibility

Corporate Responsibility

In an effort to address the increasing risk of climate change to our business, we do the following:

◆   Robust enterprise risk management and strategic planning

◆   Our governance structure provides the necessary opportunities for the Board and executive leadership to exercise their oversight responsibilities with respect to strategy and risk, including the impact of climate change on our business

◆   Our risk management team is responsible for managing operational risk for our business, while our executives are responsible for enterprise risk management

◆   Portfolio diversification: An inherent strategy for mitigating climate risk is the diversified footprint of our portfolio

◆   Work with our tenants to build in resiliency considerations into asset development projects during the planning and construction process. We invest additional funds for upgrades to our properties to help mitigate the effects of climate change in the long term

◆   Commit to providing our tenants with additional funds for capital projects to improve resiliency of our properties including roof replacements, placement of storm windows and elevation of generators

◆   Monitor the environmental performance of our tenants. Tenant environmental initiatives to reduce the contribution to global carbon emissions at the properties we own include, but are not limited to, supporting the development of new renewable energy supplies, designing and constructing environmentally friendly properties that use less water and energy to operate

◆   Pay attention to local risks and hazards including identifying zones likely to experience flooding and earthquakes

◆   Place insurance for our properties at our corporate level to ensure all of our assets are properly insured

Corporate Responsibility

Corporate Responsibility

To support the tremendous growth of our Company, we have grown our team with the addition of nearly 30 new employees in 2020. Today, we are a team of approximately 120 professionals, and we are committed to providing a challenging and dynamic work environment and to supporting professional and personal growth and development needs.

◆   Our commitment to protecting the rights of our employees, and to keeping them safe, is confirmed in our Company-wide human rights policy and health and safety policy, which both can be found on our website: https://medicalpropertiestrust.com/corporate-responsibility/

◆   All employees are also required to adhere to the highest ethical standards, including those confirmed in our Company-wide anti-bribery and corruption policy which can be found on our website:
https://medicalpropertiestrust.com/corporate-responsibility/

◆   We are committed to a diverse and inclusive workforce, steadily increasing the diversity of our workforce with an added commitment to support female leaders and working parents

Competitive Employee Benefits

Top-of-the-line insurance coverage including Health,
Secondary Health, Dental, Vision, and Life, with individual coverage at no cost to employees

401(k) Plan with employer matching

Stock awards

Monthly Fitness Allowance for employees with gym memberships and/or training programs

Reimbursement for concierge physician

Employee Assistance Program at no cost to employee

Open, collaborative workspaces

Personnel development with manager to plan trainings and conferences, including off-site corporate retreats

Additional paid time off day annually for charitable work

We offer a competitive benefits package and equal employment opportunities designed to help recruit and retain high-quality, motivated employees, and to ensure their health and security

We establish tailored professional development goals for every employee. We provide customized leadership training for employees who are moving into management roles, and we offer significant training and continuing education opportunities. We pay all expenses when employees attend continuing education courses in order to maintain their professional certifications. We also pay all expenses when employees attend seminars and workshops on topics related to their job responsibilities

As part of our ongoing commitment to data privacy and security, we also conduct cybersecurity and security awareness training. This training is part of the employee onboarding process and is scheduled quarterly for our entire workforce

We engage legal experts to provide training sessions on matters pertaining to (i) harassment in the workplace, (ii) Family and Medical Leave Act basics, (iii) legal issues in interviewing, (iv) promoting diversity in the workplace and (v) discrimination, disability and documentation

As we have done periodically in the past, in 2021 we issued an anonymous, independent employee engagement survey covering 100% of employees, that covered topics such as Company culture, work environment, training and development and overall job satisfaction. The survey will be issued on an annual basis going forward. The results of the surveys will be presented to management and to the Board and will be used to assess potential human capital risks and identify opportunities for deeper employee engagement

We are firmly committed to providing equal opportunity in all aspects of employment and absolutely forbid discrimination against any person or harassment, intimidation or hostility of any kind, including on the basis of race, religion, color, sex, sexual orientation, sexual or gender identity, age, disability, national origin, military or veteran status, or retaliation against any other characteristic or conduct that may be protected by applicable local, state or federal law. We provide regular training on anti-harassment policies

Corporate Responsibility

Our commitment to a diverse and inclusive workplace is demonstrated by the following:

Sustained growth prior to and during the pandemic as a result of the successful execution of the MPT strategy and strong positioning of our portfolio over the past several years, including the following achievements:

Closed Acquisitions

Strong Earnings Growth

Sustainable Future

$3.6 Billion

in 2020

15%

49%

15.5 Years

Adding up to over $8 Billion since

the beginning of 2019

Year-over-year growth

in net income in 2020

Year-over-year growth in

Normalized FFO⁽¹⁾ in 2020

Weighted-Average

Lease and Loan Maturity

30% compound annual growth in total pro forma gross assets since IPO⁽²⁾

Expanded our global reach, with the seamless entry into the South American market for the first time, with our international assets now representing over 40% of our global portfolio

Continued to improve tenant diversification with no single property representing more than 2.8% of our overall portfolio*

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

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

Compensation Discussion and Analysis

Since our IPO we have generated over $6.9 billion in stockholder value creation, with nearly $4 billion in value created since January 1, 2019 alone

Our TSR performance is market-leading, outperforming the broader REIT indices and above the 90^th percentile of performance among Healthcare REITs on a weighted basis

We have provided consistent value creation on an absolute and relative basis to our stockholders as demonstrated below:

Medical Properties Trust

SNL U.S. REIT Healthcare

SNL U.S. REIT Equity

Steady dividend growth with 8 consecutive years of dividend increases that has continued in 2021 with an additional 3.7% increase in our first quarter dividend

Compensation Discussion and Analysis

History of strong approval of Say-on-Pay votes. Over 95% of the shares present and entitled to vote at our 2020 Annual Meeting were cast in favor of the 2020 Say-on-Pay proposal. Average Say-on-Pay support over the past five years is approximately 95%, with over 92% support in each year, exceeding overall support in the REIT industry.

Proactive engagement and transparency. Our history of Say-on-Pay results is indicative of our stockholders’ support and approval of our executive compensation program design. To affirm the positive support and feedback we received in 2020, we maintained the core elements of our compensation program but continued to make enhancements to further align our compensation program with the interests of our stockholders.

MPW  95.0%

All REITs                90.2%

5-Year

Average SoP

Support

MPW  95.4%

All REITs                90.3%

2020 SoP

Support

We actively engage with our stockholders in person and telephonically, to ensure that they are fully informed about our executive compensation policies. In the past three years, we have held discussions regarding our compensation program with stockholders representing over 60% of our shares outstanding.

Review:   Review results from the Annual Meeting to inform the framework of our annual compensation review process

Analyze:  Monitor market trends and review compensation policy based on governance trends and stockholder feedback (e.g., benchmarking levels and structural considerations)

Engage:   Engage with stockholders regarding the core structure and elements of our executive compensation

Implement:  Implement and adjust compensation program based on feedback from stockholders and current market and governance standards

File:    Publish annual proxy statement and prepare for Annual Meeting of stockholders

Compensation Discussion and Analysis

›  Increased the portion of equity that is subject to performance-based vesting based on operational performance metrics to two-thirds of the targeted value of the annual equity awards

›  Incorporated an absolute TSR modifier (in addition to the existing relative TSR modifier) to ensure that our executives would not be significantly rewarded during periods of low or no growth (payouts reduced up to 25% if TSR is below 3% per annum)

›  Refined our peer group identification methodology to include only REITs with a focus on strategic peers that better reflect the uniqueness of our business, growth initiatives and global operations

›  Diversified our Board with one additional female director who is also Latina and a native of Costa Rica (female directors now represent 25% of the Board and minority directors now represent 13% of the Board)

›  Incorporated ESG performance goals in the annual cash bonus program to reinforce our commitment to ESG initiatives

›  Restructured performance-based shares to balance both short-term and long-term total return goals and tying a significant portion of equity compensation to operational performance metrics that are key to driving long-term stockholder value

›  Reduced the discretionary portion of annual cash incentives from 35% to 20%

›  Established a formal ESG Committee

›  Implemented Company-wide environmental initiatives and actively engaged with our tenants and developers on ESG-related matters

2018

& prior

›  Established rigorous and objectively measured performance goals tied to the business goals and growth of the Company. Streamlined annual cash incentive measures and clarified rationale for metrics, including the benefit to stockholders

›  Adopted anti-hedging and anti-pledging policies for NEOs, directors and employees

›  Implemented a clawback policy that applies to both cash and equity compensation

›  Established executive stock ownership guidelines, including a minimum of 6x base salary for the CEO

›  Committed to eliminate multi-year evergreen, single-trigger change of control and excise tax gross-up provisions from future employment agreements (no such provisions have been included in Company contracts since 2003)

Compensation Discussion and Analysis

3-year TSR of 89% outperforming the healthcare and broader REIT industries by 68% and 73%, respectively

Accretive acquisitions of over $8 billion

Net income growth of 49% and normalized FFO⁽¹⁾ growth of 75%

Approximately 70% of our CEO’s compensation is variable and at-risk, tied directly to the achievement of operational and financial performance, because we value the clarity of formulas that tie compensation to stockholder returns in the long-term

The variable components of our compensation program specifically include rigorous performance goals meant to motivate management to execute our business plan tied to accretive growth, strategic financing and raising efficient capital. In our annual cash bonus program, our normalized FFO per share growth target represents a 15% increase over 2019 levels. In our long-term program, our EBITDA growth target represents an approximate 6% CAGR over our 2019 goals

The majority of our equity awards (approximately two-thirds for all NEOs) are at-risk performance-based stock awards earned based on the achievement of operational goals and subject to adjustment based on both absolute and relative TSR, with the remainder granted in time-based stock awards that are subject to the same stock price fluctuations as our stockholders. This approach reflects our understanding that our investors value equity-based compensation to align our executives’ interests with those of our stockholders

Less than 10% of our CEO’s compensation is guaranteed in the form of base salary, which plays a recruiting and retention role, because we can neither wait for the long-term to arrive before compensating our people nor incentivize a risky swing-for-the-fences strategy

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

Compensation Discussion and Analysis

Provides independent oversight and final approval with respect to executive compensation matters

Provides guidance to the Compensation Committee on compensation matters including benchmarking for pay levels, pay practices and governance trends

Provides additional information as requested by the Compensation Committee

Assesses corporate and individual performance as it relates to actual compensation for our NEOs

Assists with peer group selection and analysis

CEO provides input on individual performance for other NEOs and achievements relating to strategic non-financial business goals

Administers our equity incentive programs, including reviewing and approving equity grants to our NEOs

Reviews and advises on recommendations, plan design and measures

Reviewing and approving, on an annual basis, the corporate incentive goals and objectives relevant to the annual cash bonus plan and performance-based shares

Evaluating the performance of our executive officers in light of these goals and objectives

Evaluating the competitiveness of each executive officer’s total compensation package relative to what other publicly traded and private equity-backed real estate investors may offer

Approving any changes to each of our executive’s total compensation package, including, but not limited to, base salary, annual and long-term incentive award opportunities and payouts, and retention programs

Size: REITs within an appropriate size range relative to our Company (i.e., approximately 0.4x to 2.5x, which is consistent with Institutional Shareholder Service’s (“ISS”) size selection criteria)

Global: Companies with a global presence that reflect the same complexities faced by our global operations and challenges associated with entering new geographic markets

Compensation Discussion and Analysis

Healthcare Expertise: REITs that primarily invest in medical properties and/or healthcare assets whose executives require expertise in the healthcare/medical sector

Specialized REITs: REITs with specialized assets that require executives to have knowledge of the underlying assets

Net Lease REITs: REITs with a significant portion of properties leased on a triple-net basis

SBA Communications Corporation (REIT)

$45,930

Specialty REIT

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Alexandria Real Estate Equities, Inc.

$33,832

Office REIT

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Boston Properties, Inc.

$31,657

Office REIT

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Ventas, Inc.

$31,021

Health Care REIT

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Healthpeak Properties, Inc.

$23,495

Health Care REIT

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    Medical Properties Trust

$19,879

Health Care REIT 

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Iron Mountain Incorporated

$19,625

Specialty REIT

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Vornado Realty Trust

$16,991

Office REIT

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Gaming and Leisure Properties, Inc.

$15,683

Casino REIT

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Omega Healthcare Investors, Inc.

$13,642

Health Care REIT

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CyrusOne Inc.

$12,280

Specialty REIT

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SL Green Realty Corp.

$11,159

Office REIT

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Kilroy Realty Corporation

$10,949

Office REIT

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Douglas Emmett, Inc.

$10,686

Office REIT

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Healthcare Trust of America, Inc.

$9,345

Health Care REIT

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Hudson Pacific Properties, Inc.

$7,972

Office REIT

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