National Healthcare Properties, Inc.
For the period ended May 15, 2026. Filed Mar 31, 2026.
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May 15, 2026 · Filed Mar 31, 2026
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Contents
INTRODUCTORY NOTE
We are a real estate investment trust (“REIT”) for U.S. federal income tax purposes. We acquire, own and manage a diversified portfolio of healthcare-related real estate focused on senior housing operating properties and outpatient medical facilities.
Prior to September 27, 2024, our former advisor, Healthcare Trust Advisors, LLC (the “Advisor”), and its affiliates managed our day-to-day business and received compensation and fees for providing services to us. On September 27, 2024, we internalized our advisory and property management functions with our own executive officers and other dedicated employees (the “Internalization”). We no longer pay fees to the former Advisor or its affiliates. In connection with the Internalization, on September 30, 2024, we also effected a one-for-four reverse stock split of our common stock, par value $0.01 per share (the “Common Stock”), and changed the Company’s name to “National Healthcare Properties, Inc.” from “Healthcare Trust, Inc.”
Corporate Governance Highlights
Since our Internalization, we have significantly enhanced our governance standards by, among other things:
| • | during 2024 and 2025: |
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| • | completing our Internalization, eliminating external management fees, which were approximately $22 million for 2023 (the last full year that we were externally managed), and creating a more stockholder-friendly management structure; |
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| • | conducting a holistic compensation review that included a new executive compensation peer group based on objective selection criteria, engaging Ferguson Partners Consulting (“Ferguson”), a leading compensation consultant that specialized in the REIT industry and reviewing all elements of compensation in terms of both pay levels, pay mix and incentive compensation; and |
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| • | establishing a formulaic bonus plan for 2025 and a three-year long-term equity incentive program tied to pre-established financial and operational goals for our named executive officers (“NEOs”). |
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| • | during 2026: |
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| • | appointing Scott W. Humphrey to our Board of Directors (our “Board”) as an independent director and chair of the audit committee; |
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| • | implementing a series of other corporate governance enhancements, including de-classification of our Board, with all directors standing for annual elections starting with the Annual Meeting, and the termination of our stockholder rights plan, commonly referred to as a “poison pill”; and |
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| • | engaging Heidrick & Struggles, Inc. to assist in the identification and selection of potential additional non-executive and independent directors for the Board. |
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