Community Healthcare Trust Inc
For the period ended Jun 30, 2025. Filed Jul 29, 2025.
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Jun 30, 2025 · Filed Jul 29, 2025
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Item 5. Other Information
Additional Condition to Equity Vesting Upon Retirement
On July 24, 2025, the Company’s Board of Directors and Compensation Committee approved an amendment to the Fourth Amended and Restated Alignment of Interest Program and the form of restricted stock agreement for award shares issued thereunder to provide that award shares will be forfeited in connection with a participant’s termination upon attainment of retirement eligibility (as defined in the participant’s employment agreement) unless the participant has provided at least one year of continuous employment with the Company from the date of effectiveness of the applicable award agreement and delivered to the Company written notice of the participant’s intention to retire at least one year prior to the date of retirement (the “Service and Notice Condition”). On July 24, 2025, the Company’s Board of Directors and Compensation Committee also approved amending the form of award agreements for time-based RSUs and performance-based RSUs to require that the Service and Notice Condition be met in order for a participant’s termination upon attainment of retirement eligibility to constitute a “qualifying termination” under such agreements. These changes are effective for awards issued on or after July 24, 2025.
RSU Issuances
On July 24, 2025, the Company’s Board of Directors and Compensation Committee approved the grant of performance-based RSUs and time-based RSUs to the Company’s executive officers under the Fourth Amended and Restated Executive Officer Incentive Program. The table below sets forth the target number of performance-based RSUs and the number of time-based RSUs granted to the Company’s executive officers (RSUs in thousands):
| Name | Absolute TSRPerformance-Based RSUs (Target) | Relative TSRPerformance-Based RSUs (Target) | Time-Based RSUs |
|---|---|---|---|
| David H. DupuyChief Executive Officer and President | 16 | 16 | 18 |
| William G. Monroe IVExecutive Vice President and Chief Financial Officer | 11 | 10 | 11 |
| Leigh Ann StachExecutive Vice President and Chief Accounting Officer | 9 | 9 | 10 |
The Absolute TSR RSUs will vest in a number ranging from 0% to 200% of the total number of Absolute TSR RSUs granted based on the Company’s total stockholder return (“TSR”) measured as the annual growth rate in the total value per share (“Company TSR Percentage”) of the Company’s common stock. The Relative TSR RSUs will vest in a number ranging from 0% to 200% of the total number of Relative TSR RSUs granted based on the Company’s TSR measured relative to the TSRs of companies in the Company’s peer group (“Peer Group Relative Performance”). Both Company TSR Percentage and Peer Group Relative Performance are measured during a period of three years commencing on July 1, 2025. Each award of time-based RSUs will vest as to approximately one-third of the RSUs on each of June 30, 2026, 2027, and 2028, subject to the participant’s continued service through each applicable vesting date. The vesting of the RSUs will be accelerated in certain circumstances following a change in control or qualifying termination.
Rule 10b5-1
During the quarter ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
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