MEDICAL PROPERTIES TRUST INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

MEDICAL PROPERTIES TRUST, INC.

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Dear Fellow Stockholder: You are cordially invited to attend the 2024 annual meeting of stockholders of Medical Properties Trust (“MPT”, the “Company”, or “we”). The meeting will be held on May 30, 2024, at 10:30 a.m. Central Time at UAB Collat School of Business, 710 13th Street South, Birmingham, Alabama 35233. In the enclosed Notice of the Annual Meeting of Stockholders and Proxy Statement, you will find details regarding accessing the meeting and the matters expected to be considered and voted upon there. Your vote is important to us. Whether or not you plan to attend the meeting, we urge you to vote by mail, phone, or internet. We also encourage you to carefully review our Annual Report to Stockholders for more details on our business model, 2023 results, and current strategy to create value for shareholders. We look forward to the meeting, and sincerely appreciate your continued interest in Medical Properties Trust.

Best Regards,

Edward K. Aldag, Jr.

Chairman, President, and Chief Executive Officer

Proxy Statement and Notice of 2024 Annual Meeting i

Attached you will find a notice of annual meeting and the Proxy Statement, which contain further information about the items to be voted on at the annual meeting and the annual meeting itself, including the different methods you can use to vote your proxy. Also enclosed are your proxy card and our 2023 Annual Report to Stockholders (which includes our 2023 Annual Report on Form 10-K). Only stockholders of record at the close of business on March 20, 2024, are entitled to receive notice of, to attend, and to vote at the annual meeting and any adjournment thereof.

EVEN IF YOU PLAN TO ATTEND IN PERSON, YOU ARE REQUESTED, AT YOUR EARLIEST CONVENIENCE, TO VOTE YOUR PROXY BY TELEPHONE OR INTERNET OR, IF YOU RECEIVED A PAPER COPY OF YOUR PROXY CARD BY MAIL, SIGN, DATE, AND RETURN THE PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE. 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 voted.

By Order of the Board of Directors,

Rosa H. Hooper

Senior Vice President of Operations

and Secretary

ii Proxy Statement and Notice of 2024 Annual Meeting

How to Vote

Your vote is important. You may vote your shares if you were a stockholder of record on March 20, 2024. If you are a registered owner, you may vote using any of the following methods:

www.voteproxy.com

1-800-PROXIES

(1-800-776-9437)

Complete, sign, date, and return your proxy card.

At the Annual Meeting

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. For additional information, see the section “Information About the Meeting” on page 53 of this Proxy Statement.

Important Notice Regarding Internet Availability of Proxy Materials

We are furnishing proxy materials to you electronically, via the Internet, instead of mailing printed copies to each stockholder. We believe that this process expedites receipt of our proxy materials by stockholders, while lowering the costs and reducing the environmental impact of our annual meeting. We have provided a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders of record on March 20, 2024. The Notice contains instructions on how to access the Proxy Statement and our 2023 Annual Report to Stockholders over the Internet and how to vote online. The Notice also includes instructions on how you can request and receive a paper copy of the Proxy Statement and 2023 Annual Report to Stockholders.

This notice of annual meeting, Proxy Statement, form of proxy and our 2023 Annual Report to Stockholders are available at www.medicalpropertiestrust.com.

Proxy Statement and Notice of 2024 Annual Meeting iii

Proxy Summary

Performance Highlights

Medical Properties Trust is the first U.S. real estate investment trust (“REIT”) to invest in hospitals globally, and we have established ourselves as a global leader in hospital real estate finance. We continue to believe that the steady execution of our strategy and business plan will deliver long-term value creation. Beginning in 2023, MPT began executing itsgo-forward capital allocation strategy with the primary goals of paying down debt and positioning the Company for future stable growth.

Proven Execution of MPT Strategy(1)

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Proxy Summary

Executive Compensation Highlights

Our executive compensation program, as described in further detail in this Proxy Statement, was carefully designed to directly align our executives’ compensation with the experience of you, our stockholders; and we prioritized compensation incentives that were tied to the execution of the Company’s strategic capital goals and other objectives intended to drive long-term performance.

The Result… Our Compensation Program Works…

The 2023 executive compensation program was highly successful and worked as designed to drive significant strategic success while aligning our executives’ compensation with the results our stockholders have experienced. Our CEO’s Compensation Actually Paid was $1.2 million in 2023 (calculated in accordance with Item 402(v) of Regulation S-K) as shown in the Pay Versus Performance Table and is significantly less than the amount reported in the Summary Compensation Table.

What made the program work:

Compensation in Context:

As a result of our direct alignment with our stockholders, the CEO’s Compensation Actually Paid totaled negative $7.5 million over the last two years as follows:

Looking to 2024:

As we look to 2024, thoughtful changes have been made to further align our executives’ compensation with your interests as stockholders:

Your Vote Matters:

The Compensation Committee and the Board of Directors (the “Board”) urges you to vote FOR the approval, on anon-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.

Proxy Statement and Notice of 2024 Annual Meeting v

Proxy Summary

Key Compensation Practices

In addition to our strong commitment topay-for-performance, our compensation program and practices also include the following key features:

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

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

Majority of equity compensation is performance-based

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

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

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

Stockholder engagement and response to feedback

Anti-hedging and anti-pledging policies

Robust clawback policy that requires our Board to recover excess cash and equity incentive compensation in the event we are required to restate our financial statements

Significant share ownership requirements for our named executive officers (“NEOs”), including 6x base salary for the CEO, 4x base salary for the CFO and 1.5x base salary for Mr. Hanna, Ms. Hooper, and Mr. Portal who are referred to as “Senior Vice Presidents” or “SVPs” in this Proxy Statement

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

Strong Stockholder Support for our Executive Compensation Program Our historical Say-on-Pay vote results affirmed our stockholders’ support for our Company’s executive compensation program, including above 90% support from 2016 to 2022. In 2023, our Say-on-Pay vote received 78% support and accordingly, we have made proactive adjustments for our compensation program going forward. We strive to maintain a best-in-class compensation program that is aligned with our strategic business plan and stockholders’ interests. In previous years, including for our 2023 executive compensation program, which was approved before the 2023 Say-on-Pay vote, we have generally maintained the core elements of our compensation program based on our strong Say-on-Pay support. Following the decline in support received in 2023, we made certain modifications to our 2024 executive compensation program, including a redesign of our annual LTIP awards. For our CEO and CFO, our annual LTIP awards will no longer be based on EBITDA and strategic transactions goals and will instead be based on the achievement of rigorous stock price goals to more directly align our executives’ compensation with our stockholders. We will continue to monitor and review our compensation program, engage with our stockholders, and make modifications as appropriate.

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Proxy Summary

Corporate Governance Highlights

Director Qualifications, Skills, and Experience

Our Ethics, Nominating and Corporate Governance Committee has determined that each of our director nominees possesses the qualifications, skills, and experience to effectively oversee the Company’s long-term business strategy.

In addition to the core competencies noted above, our Board believes that the Company will be best served by directors with a wide array of talents and perspectives to drive innovation, promote critical thinking, and enhance discussion. Each of the following additional qualifications meaningfully adds to our Board’s depth. The matrix below indicates the percentage of our director nominees who possess each qualification, skill, or experience.

Board Composition

We have taken meaningful steps to refresh our Board and have sought to create an effective mix of experience and diversity. Our Board is currently 11% ethnically diverse.

Corporate Governance Policies

We are committed to strong corporate governance, and our Board has adopted robust governance practices and policies, including:

Proxy Statement and Notice of 2024 Annual Meeting vii

Proxy Summary

Corporate Responsibility Highlights

As a global leader among healthcare real estate companies, we recognize the need for strong corporate responsibility, and we strive to make a positive difference through our business. Our approach to corporate responsibility includes the following principles:

Environmental Sustainability Our Company-wide environmental policy confirms the value we place on sustainability.

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.

Social Responsibility 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.

For additional information, refer to the Corporate Responsibility section of this Proxy Statement on page 15 and our 2023 Corporate Responsibility Report (“CRR”), which can be accessed on our website: https://www.medicalpropertiestrust.com/corporate-responsibility.

• Throughout this Proxy Statement, we include several references to our website or materials available on our website. The information available on, or otherwise accessible through, our website is not incorporated by reference into this Proxy Statement.

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