DOC DEF 14A DEF-14A Report March 23, 2022

PHYSICIANS REALTY TRUST

10-Ks and 10-Qs

10-Q	Quarter ended June 30, 2022
10-Q	Quarter ended March 31, 2022
10-K	Fiscal year ended Dec. 31, 2021
10-Q	Quarter ended Sept. 30, 2021
10-Q	Quarter ended June 30, 2021
10-Q	Quarter ended March 31, 2021
10-K	Fiscal year ended Dec. 31, 2020
10-Q	Quarter ended Sept. 30, 2020
10-Q	Quarter ended June 30, 2020
10-Q	Quarter ended March 31, 2020
10-K	Fiscal year ended Dec. 31, 2019
10-Q	Quarter ended Sept. 30, 2019
10-Q	Quarter ended June 30, 2019
10-Q	Quarter ended March 31, 2019
10-K	Fiscal year ended Dec. 31, 2018
10-Q	Quarter ended Sept. 30, 2018
10-Q	Quarter ended June 30, 2018
10-Q	Quarter ended March 31, 2018
10-K	Fiscal year ended Dec. 31, 2017
10-Q	Quarter ended Sept. 30, 2017
10-Q	Quarter ended June 30, 2017
10-Q	Quarter ended March 31, 2017
10-K	Fiscal year ended Dec. 31, 2016
10-Q	Quarter ended Sept. 30, 2016
10-Q	Quarter ended June 30, 2016
10-Q	Quarter ended March 31, 2016
10-K	Fiscal year ended Dec. 31, 2015
10-Q	Quarter ended Sept. 30, 2015
10-Q	Quarter ended June 30, 2015
10-Q	Quarter ended March 31, 2015
10-K	Fiscal year ended Dec. 31, 2014
10-Q	Quarter ended Sept. 30, 2014
10-Q	Quarter ended June 30, 2014
10-Q	Quarter ended March 31, 2014
10-K	Fiscal year ended Dec. 31, 2013
10-Q	Quarter ended Sept. 30, 2013
10-Q	Quarter ended June 30, 2013

PROXIES

DEF 14A	Filed on March 23, 2023
DEF 14A	Filed on March 23, 2022
DEF 14A	Filed on March 26, 2021
DEF 14A	Filed on March 26, 2020
DEF 14A	Filed on March 18, 2019
DEF 14A	Filed on March 22, 2018
DEF 14A	Filed on March 23, 2017
DEF 14A	Filed on March 23, 2016
DEF 14A	Filed on March 25, 2015
DEF 14A	Filed on June 23, 2014

DEF 14A 1 a2022proxydocument.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

Physicians Realty Trust

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LETTER TO OUR SHAREHOLDERS

March 23, 2022


DEAR FELLOW SHAREHOLDERS, You are cordially invited to attend the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Physicians Realty Trust to be held on Tuesday, May 3, 2022 at 10:00 a.m., Central Daylight Time, at Black Swan MKE located at 309 N. Water Street, Suite 110, Milwaukee, Wisconsin 53202. This booklet includes the Notice of Annual Meeting and Proxy Statement (the "Proxy Statement"). The Proxy Statement provides information about Physicians Realty Trust in addition to describing the business we will conduct at the meeting. We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please mark, sign, and date the proxy card received and return it in the accompanying envelope as soon as possible. Your common shares will be voted in accordance with the instructions you have provided in your proxy card. You may attend the Annual Meeting and vote online even if you have previously returned your proxy card by following the instructions included in the Proxy Statement. We hope you are able to join us on May 3rd. Sincerely,

		“Physicians Realty Trust and our Board of Trustees would like to sincerely thank you for your continued investment in our company. We are committed to governing in a prudent and transparent manner, with the goal of strengthening what we believe to be among the best portfolios of medical office buildings in the United States. We look forward to sharing with you the results of our efforts over the past year.”

John T. Thomas President, Chief Executive Officer, and Trustee	Governor Tommy G. Thompson Chairman of the Board of Trustees

IMPORTANT A proxy card is enclosed. We urge you to complete and mail the card promptly in the enclosed envelope, which requires no postage if mailed in the United States. Any shareholder attending the Annual Meeting may personally vote on all matters that are considered, in which event the signed and mailed proxy will be revoked. Please note, however, that if your common shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain from the record holder a legal proxy issued in your name. Please refer to the section entitled "Questions and Answers About the Proxy Materials and the Annual Meeting" for instructions regarding how to vote your common shares. IT IS IMPORTANT THAT YOU VOTE YOUR COMMON SHARES		Company Address: Physicians Realty Trust 309 N. Water Street Suite 500 Milwaukee, Wisconsin 53202 www.docreit.com (414) 367-5600

Cover Image Featuring Bob Bové Neuroscience Institute | Scottsdale, AZ

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date and Time

Tuesday, May 3, 2022
10:00 a.m., Central Daylight Time

Location

Black Swan MKE, 309 N. Water Street, Suite 110, Milwaukee, Wisconsin 53202

Who Can Vote

Shareholders as of February 24, 2022 are entitled to vote

Proposals

Voting Items

Board Vote
Recommendation

For Further Details

Proposal 1:

Election of 9 Trustees

FOR each
trustee nominee

Page 11

Proposal 2:

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm

FOR

Page 33

Proposal 3:

Approval on a non-binding advisory basis of the compensation paid to the Company’s named executive officers

FOR

Page 41

Proposal 4:

Approval on a non-binding advisory basis of the frequency of casting future votes on the compensation paid to the Company's named executive officers

For ONE YEAR

Page 42

Shareholders will also act on other business properly presented to the Annual Meeting or any adjournments or postponements thereof.

The preceding items of business are more fully described in the Proxy Statement accompanying this Notice of the Annual Meeting. Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

The Board of Trustees ("Board") has fixed the close of business on February 24, 2022 as the record date (the "Record Date") for identifying those shareholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the Annual Meeting. On or about March 23, 2022 the Company mailed or made available on the Internet this Notice, the Proxy Statement, and the Company’s 2021 Annual Report to shareholders.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement and vote as soon as possible. For specific instructions on how to vote your common shares, please refer to the section entitled “Questions and Answers About the Proxy Materials and the Annual Meeting.”

All shareholders are cordially invited to attend the Annual Meeting. If, as of the close of business on the record date, your common shares were registered directly in your name, then you received this Proxy Statement by regular mail and you may authorize a proxy to cast your vote by mail by following the instructions on the enclosed proxy card. If, as of the close of business on the record date, your common shares were not held directly in your name but rather were held in an account with a brokerage firm, bank or similar intermediary organization, then you are the beneficial holder of common shares held in “street name,” and a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials on the Internet was sent to you by that intermediary. You may authorize a proxy to cast your vote by mail, the telephone or over the Internet by following the instructions in the Notice.

We are actively monitoring the coronavirus ("COVID-19") and are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not advisable to hold our meeting in person, we will announce alternative arrangements for the meeting in advance, which may include a change in venue or holding the meeting by means of remote communication. Please monitor our website at www.docreit.com under the heading “Investors - News, Events & Market Data” for updated information. If you are planning to attend the Annual Meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

Thank you for your ongoing support of Physicians Realty Trust.

By Order of the Board of Trustees of Physicians Realty Trust,

HOW TO VOTE

Internet
www.investorvote.com/DOC

Telephone
1-800-652-VOTE (8683)

Mail
Mark, sign, date, and return your proxy card in the enclosed envelope

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 3, 2022

Our Notice of Annual Meeting of Shareholders, the Proxy Statement and the Company’s 2021 Annual Report are available on the following website: www.investorvote.com/DOC

John T. Thomas
President, Chief Executive Officer, and Trustee

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this proxy statement. Unless otherwise indicated or unless the context requires otherwise, all references in this report to "we", "us", "our", the "Company", or "DOC" refer to Physicians Realty Trust, a Maryland real estate investment trust.



PROPOSAL 1 Election of 9 Trustees	The Board recommends a vote FOR each trustee nominee.
		See page 11



PROPOSAL 2 Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm	The Board recommends a vote FOR this proposal.
		See page 33



PROPOSAL 3 Approval on a non-binding advisory basis of the compensation paid to the Company’s named executive officers	The Board recommends a vote FOR this proposal.
		See page 41



PROPOSAL 4 Approval on a non-binding advisory basis of the frequency of casting future votes on the compensation paid to the Company’s named executive officers	The Board recommends a vote for ONE YEAR for this proposal.
		See page 42

Our Trustee Nominees

The tables below summarize the primary skills and experience of our trustee nominees. For a discussion of these qualifications and why they are important to our Board, see “Proposal 1: Election of Trustees — Trustee Nominees.” The committee memberships below indicate the composition of the committees of our Board.

Committee Memberships

Trustee Nominees

Trustee Since

Independent

NCGC

John T. Thomas
President and Chief Executive Officer ("CEO")
Physicians Realty Trust

2013

•

Governor Tommy G. Thompson

Former U.S. Secretary of Health and Human Services

Non-Executive Chairman of the Board

2013

•

Stanton D. Anderson
Former Partner

McDermott Will & Emery

2013

•

Mark A. Baumgartner
Former Chief Investment & Risk Officer and

Sr. Managing Director

The Ziegler Companies, Inc.

2013

Albert C. Black, Jr.
Founder and Chairman

On-Target Supplies & Logistics, Ltd.

2013

•

William A. Ebinger, M.D.
Former Internist

Advocate Aurora Health Care

2013

•

Pamela J. Kessler
Co-President, Chief Financial Officer & Secretary

LTC Properties, Inc.

2018

•

Ava E. Lias-Booker
Partner

McGuireWoods LLP

2022

Richard A. Weiss
Former Managing Partner

Foley & Lardner LLP

2013

•

Audit
Committee

Compensation
Committee

NCGC

Nominating and Corporate
Governance Committee

Finance and
Investment Committee

Chair

●

Member

Corporate Governance Highlights

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our shareholders. Notable features of our corporate governance structure include the following:



Accountability to Shareholders			• Annual Board Elections • Majority Voting for Trustees • Trustee Resignation Policy for Failed Elections
Board Independence			• All Trustees Except One Management Trustee are Independent under New York Stock Exchange (“NYSE”) Rules • Audit, Nominating and Compensation Committees are 100% Independent • Independent Chairman • Separate Chairman and CEO Roles • Independent Trustees Meet Without Management Regularly
Alignment with Shareholder Interests			• Annual Trustee Equity Awards That Vest Over Two Years • Trustee and Executive Officer Stock Ownership Guidelines • Commitment to Corporate Sustainability • Committee-Level Oversight of Environmental, Social, and Governance ("ESG") and Human Capital Management Matters • Corporate Governance Guidelines • Code of Business Conduct and Ethics • Opted out of Business Combination and Control Share Acquisition Statutes In the Maryland General Corporation Law • No Shareholder Rights Plans

Our trustees stay informed about our business by attending meetings of our Board and its committees and through supplemental reports and communications. Our non-management trustees meet regularly in executive session without the presence of our corporate officers.

DOC’S C.A.R.E. PHILOSOPHY

At DOC, we “Invest in Better” to help medical providers, developers, and shareholders realize better health care, better communities, and better returns. We are dedicated to making a difference in the lives of our team members, investors, health care partners, and those who visit our properties.

We C.A.R.E.

Collaborate & Communicate

Act with Integrity

Respect the Relationship

Execute Consistently

We have developed a collaborative culture of mutual respect, and team members have a sense of pride in what we accomplish together. We strive for true partnerships, working toward a common purpose and shared success.

Integrity and transparency are at the heart of all that we do. We believe that performing to the highest standards on behalf of our health care partners, team members, and investors is fundamental to our identity as a company.

We continually support our partners so they can provide outstanding health care services in their communities. We are committed to providing industry-leading customer service.

By promoting a culture of innovation and creativity and, above all, consistency, we strive to exceed our clients’ expectations.

ESG Highlights

ENVIRONMENTAL

2021 Results & Initiatives

Recognition

• Our 2019-2021 sustainability goals establish 10% reduction targets for energy, greenhouse gas emissions, and water consumption with a 10% increase in waste diversion. As of the fourth quarter of 2020, we reduced energy consumption by 6.6%, emissions by 7.5%, and water by 15.3%, and increased waste diversion by 4.0% over a 2018 baseline. Full 2021 calendar year energy, water, and waste data assured by a third party will be available in the second quarter of 2022.

• 100% of team members received ESG-specific training

• 43 sustainability-driven capital expenditure projects totaling $5.6 million, generating an estimated 10-year return on investment in operating expense savings of $11.8 million

ENERGY STAR®
Partner of the
Year

Inaugural GRESB
Rating of 75
and Green Star
Designation

28 Cumulative
IREM® Certified
Sustainable
Property (CSP)
Certifications
(10 in 2021)

Green Lease
Leader Gold
from Institute for
Market Transfor-
mation and U.S.
Dept. of Energy
Better Buildings
Alliance



SOCIAL

2021 Results & Initiatives	Recognition

• 59% of our workforce identify as female • 93% response rate in annual employee engagement results conducted through an independent third party • $448,000 in philanthropic, fundraising, and in-kind donations ($350,000 goal) • 695 hours of volunteerism (550 hour goal) • Added observance of Martin Luther King, Jr. Day as a paid day for team members for action and education • Diversity, equity, and inclusion (DEI) highlights included all-team town halls with topics on mental health, women in leadership, and working styles & recognition differences
	Modern Healthcare Best Places to Work Highest-Ranked Health Care Real Estate Provider

	Top Workplaces Milwaukee Journal Sentinel (4th Year)	GlobeSt. Real Estate Forum CRE’s Best Places to Work



GOVERNANCE

2021 Results & Initiatives	Recognition

• Added to the Board thought leadership and diversity through the appointment of Ava Lias-Booker, the Chair of McGuireWood’s Diversity & Inclusion Committee and member of its Diversity Action Council • Signed the CEO Action for Diversity & Inclusion pledge • DOC’s executive performance review includes a DEI component • Conducted inaugural Materiality Survey of stakeholders, including DOC’s Board, Senior Leadership, and a selection of the Company’s shareholders • Added TCFD (Task Force on Climate-related Financial Disclosures) and SASB (Sustainability Accounting Standards Board) to its public disclosure documents
	IREM Real Estate Management Excellence (REME) International AMO of the Year Award	Milwaukee Journal Sentinel’s CEO Leadership Award

	Kingsley Associates Award for Tenant Satisfaction

2021 Financial and Operational Highlights

$1.03 billion

$971.5 million

$34.9 million

$19.3 million

Total investment activity**

2nd largest in DOC history

24 properties acquired in 13 states, a 23% increase in MOB portfolio

Total loan activity

Investment in joint venture**

**Investment activity includes $12.0 million of unconsolidated joint venture debt


Cumulative Total Return

Our stock price has increased from $11.50 at the time of our initial public offering in July 2013 to $18.83 as of December 31, 2021. In addition, we have paid a quarterly dividend of $0.225 on shares of our common stock each quarter beginning with the quarter ended December 31, 2013 through March 31, 2017 and a quarterly dividend of $0.230 on shares of our common stock each quarter beginning with the quarter ended June 30, 2017 through December 31, 2021. Cumulative total return of an investment in our common shares has outperformed both the MSCI US REIT Index (RMS) and the FTSE EPRA/NAREIT North American Healthcare Index from the date of our initial public offering through December 31, 2021.



Total Health Care Properties	Total Portfolio Gross Leasable Area (sq. ft.)	Total Percent of Portfolio Leased	Percent of GLA On-Campus / Affiliated	Weighted average remaining lease term (years)
279	15,591,533	95%	90%	6.3

We have grown our portfolio of gross real estate investments from approximately $124 million at the time of our initial public offering in July 2013 to approximately $5.7 billion as of December 31, 2021. As of December 31, 2021, our portfolio consisted of 279 health care properties with approximately 15,591,533 net leasable square feet, which were approximately 95% leased with a weighted average remaining lease term of approximately 6.3 years. As of December 31, 2021, approximately 90% of the net leasable square footage of our portfolio was either on a campus with a hospital or other health care facility or strategically affiliated with a hospital or other health care facility.

Executive Compensation Highlights

CONSISTENTLY POSITIVE SAY-ON-PAY RESULTS


We provided shareholders with a “say-on-pay” advisory vote on executive compensation at the 2021 annual meeting of shareholders. We maintain an open line of communication with our investors on our compensation practices and have consistently received high say-on-pay support from our shareholders. At the 2021 annual meeting of shareholders, 84% of the votes cast by shareholders were cast “For” the approval of the compensation of our named executive officers ("NEOs"). In the Company's history, say-on-pay results have averaged 94% approval results.

Say on Pay Results
2017	2018	2019	2020	2021	AVERAGE
98%	94%	98%	97%	84%	94%

PAY AND PERFORMANCE ALIGNMENT

Our executive compensation program is designed to reward successful annual performance while encouraging long-term value creation for our shareholders. NEO short- and long-term incentive compensation is subject to rigorous, objective, at-risk performance hurdles across multiple metrics and performance periods, which the compensation committee intends to be an incentive to management to drive Company performance and encourage prudent risk management consistent with the Company’s financial and strategic goals.

2021 COMPENSATION SNAPSHOT

Our executive compensation program is designed to retain and motivate our executive officers, each of whom is critical to the Company’s continued success and growth. Our 2021 executive compensation awards reflect our commitment to aligning pay with performance. The primary elements of our executive compensation program are base salary, performance-based annual incentive compensation, restricted stock, and performance-based long-term incentive compensation. These elements were selected by the compensation committee because each element is important in meeting one or more of our executive compensation principles. Additionally, the majority of our executive officer pay is typically performance-based, with the largest element of compensation based on three-year performance-based equity incentives. The following snapshot details the CEO pay mix, as well as the average NEO (excluding the CEO) pay mix for 2021.

Fiscal 2021 Elements

CEO

Pay Mix

Average other NEO Pay Mix

Description and Metrics

Base Salary and Other

Fixed cash income to compensate executives for their qualifications and the value of their performance in a competitive market. This also includes all other compensation such as: vacation payout, 401(k) match, and other benefits.

Performance-Based
Annual Incentive

Annual cash incentive program designed to motivate our executives to achieve annual financial goals and other business objectives. The total amount paid is based on the achievement of annual operating performance goals and individual performance.

Restricted Stock

Annual equity incentive awards designed to retain executives and further align the interests of our executives with those of our shareholders by facilitating significant ownership of stock by the officers. The number of shares of restricted stock awarded is primarily based on the officer’s position and level of responsibility.

Performance-Based
Long-Term Incentive

Annual equity incentive program designed to motivate our executives to achieve long-term financial goals and other business objectives. The total amount paid is based on the achievement of operating performance goals over a three fiscal-year period including dividend equivalent units.


Performance-Based Compensation		At-Risk Compensation (1)
CEO Pay Mix	Avg other NEO Pay Mix	CEO Pay Mix	Avg other NEO Pay Mix
63%	58%	81%	76%

(1) Includes performance-based annual cash incentive awards, restricted stock awards, subject to time-vesting requirements and performance-based long-term equity incentive awards.

TABLE OF CONTENTS


Corporate Governance	11	PROPOSAL 3: Advisory Vote on Executive Compensation	41
PROPOSAL 1: Election of Trustees	11
		PROPOSAL 4: Advisory Vote on the Frequency of Advisory Votes on Executive Compensation	42
Board Composition	12
Trustee Nominees	12
Trustee Nomination Procedure	21	Compensation Discussion and Analysis	43
Trustee Independence	21	Executive Summary	43
Annual Board and Committee Self-Evaluation	21	Compensation Design and Philosophy	46
Our Board and Committees	21	2021 Executive Compensation	50
Board Leadership Structure	21	Additional Compensation Plan Features and Policies	58
Committee Membership and Structure	22
Trustee Engagement	24	Compensation Committee Report	59
Corporate Governance Guidelines	24	Executive Compensation Tables	60
Corporate Governance Highlights and Enhancements	25	Summary Compensation Table	60
		All Other Compensation in 2021	61
Board Responsibilities	25	2021 Grants of Plan-Based Awards Table	62
Strategic Oversight	25	Outstanding Equity Awards at 2021 Fiscal Year-End	63
Risk Oversight	25
Code of Business Conduct and Ethics	26	2021 Option Exercises and Stock Vested Table	63
Commitment to Corporate Responsibility and Sustainability	26	Employment Agreements with Named Executive Officers	64

Human Capital Management & DEI	28	Potential Payments Upon a Change in Control and/or Termination	65
Philanthropy & Volunteerism	30
Shareholder Outreach and Engagement	31	CEO Pay Ratio	67
Non-Employee Trustee Compensation	32
		Stock Ownership	68
Audit Committee Matters	33	Equity Compensation Plan Information	68
		Beneficial Ownership of the Company’s Securities	68
PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm	33	Certain Relationships and Related Party Transactions	70

		Delinquent Section 16(a) Reports	70
Selection and Engagement of Independent Registered Public Accounting Firm	34
		Questions and Answers about the Proxy Materials and the Annual Meeting	71
Audit Committee Pre-Approval Policies and Procedures	34

Fees Paid to Independent Registered Public Accounting Firm	34	Next Annual Meeting - Shareholder Proposals and Trustee Nominations	75

Report of the Audit Committee	35
		Information not incorporated into this Proxy Statement	75
Executive Officers	36

Executive Compensation	41	Other Matters	75

CORPORATE GOVERNANCE



PROPOSAL 1 Election of 9 Trustees

BOARD OF TRUSTEES AND NOMINEES

The Board currently consists of nine trustees, and the term of all of the trustees expires at the Annual Meeting. Upon recommendation of the nominating and corporate governance committee of the Board, the Board has proposed that the following nine nominees be elected to the Board at the Annual Meeting, each of whom will hold office for a one-year term until the next annual meeting of shareholders and until his or her successor has been duly elected and qualified: John T. Thomas, Tommy G. Thompson, Stanton D. Anderson, Mark A. Baumgartner, Albert C. Black, Jr., William A. Ebinger, M.D., Pamela J. Kessler, Ava E. Lias-Booker, and Richard A. Weiss. Unless otherwise instructed, it is the intention of the persons named as proxies on the accompanying proxy card to vote shares represented by properly executed proxies for such nominees. The proxies solicited by this proxy statement may not be voted for more than nine nominees. Biographical information about each of the nominees is provided herein.

REQUIRED VOTE

Pursuant to our bylaws, in uncontested elections (which is the case for the Annual Meeting), the nominees for election to the Board who receive a majority of all of the votes cast for the election of trustees shall be elected trustees. Each nominee receiving more “FOR” votes than “WITHHOLD” votes will be elected. Proxies may not be voted for more than nine trustees and shareholders may not cumulate votes in the election of trustees. With respect to Proposal 1, votes cast do not include abstentions or broker non-votes, and therefore, abstentions and broker non-votes will not affect the outcome of the vote, although they will be considered present for the purpose of determining the presence of quorum.

In accordance with our corporate governance guidelines, if an incumbent trustee who is nominated for election to the Board fails to receive the required number of votes for re-election, the trustee is required to tender his or her resignation promptly following the Annual Meeting; in which case, within 90 days following certification of the shareholder vote, the nominating and corporate governance committee will determine whether to recommend that the Board accept the trustee’s resignation, and upon submission of the nominating and corporate governance committee’s recommendation to the Board, the Board will decide and act on the matter in its discretion. The nominating and corporate governance committee and the Board may consider any factors they deem relevant in deciding whether to recommend or accept a trustee’s resignation. In general, any trustee who tenders his or her resignation will not participate in the nominating and corporate governance committee recommendation or Board action regarding whether to accept the resignation offer. The Company will disclose promptly the Board’s decision regarding whether to accept or reject the trustee’s resignation offer and its rationale for such decision in a Current Report on Form 8-K.

Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unavailable to serve. At the time of the Annual Meeting, in the event any nominee is unable or declines to serve as trustee, an event that the Company does not currently anticipate, proxies will be voted for any nominee designated by the Board to fill the vacancy. If elected at the Annual Meeting, each of the nominees would serve a one-year term until the 2023 annual meeting of shareholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the nominees named above.


			The Board recommends a vote “ FOR ” the election of John T. Thomas, Tommy G. Thompson, Stanton D. Anderson, Mark A. Baumgartner, Albert C. Black, Jr., William A. Ebinger, M.D., Pamela J. Kessler, Ava E. Lias-Booker, and Richard A. Weiss as trustees.

Board Composition

TRUSTEE NOMINEES

The nominating and corporate governance committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of new trustees as well as the composition of the Board as a whole. This assessment includes an analysis of trustees’ qualifications under the categorical standards for independence, as well as consideration of diversity, age, skills, and experience in the context of the Board’s needs. Nominees for trusteeship are selected by the nominating and corporate governance committee in accordance with the policies and principles in its charter and the corporate governance guidelines. The nominating and corporate governance committee considers trustee candidates recommended by its members and other Board members, as well as by management and shareholders. In addition, the nominating and corporate governance committee may engage the assistance of a professional search firm. All potential trustee candidates are reviewed by the nominating and corporate governance committee in consultation with the Chairman of the Board and the CEO. The nominating and corporate governance committee decides whether to recommend one or more candidates to the Board for nomination.

The nominating and corporate governance committee may consider the following criteria, among others it deems appropriate, in recommending candidates for election to the Board:

i. personal and professional integrity, ethics, and values;

ii. experience in corporate management, such as serving as an officer or former officer of a publicly held company;

iii. experience in the Company’s industry;

iv. experience with relevant social policy concerns;

v. experience as a board member of another publicly held company;

vi. ability and willingness to commit adequate time to the Board and its committee matters;

vii. the fit of the individual’s skills with those of the other members of the Board and potential members of the Board in the building of a board that is effective, collegial, and responsive to the needs of the Company;

viii. academic expertise in an area of the Company’s operations; and

ix. practical and mature business judgment.

In addition to the criteria set forth above, the nominating and corporate governance committee considers diversity for trustee nominees in terms of perspective, background, experience, gender, race, and ethnic or national origin. Our corporate governance guidelines provide that the nominating and corporate governance committee should include women and minority candidates in each pool of candidates from which new trustee nominees are chosen.

With respect to special meetings of shareholders, only the business specified in our notice of meeting may be brought before the meeting. Nominations of individuals for election to our Board at a special meeting may be made only by or at the direction of our Board or, provided that our Board has determined that trustees will be elected at such meeting, by a shareholder who has complied with the advance notice provisions set forth in our bylaws. Such shareholder may nominate one or more individuals, as the case may be, for election as a trustee if the shareholder’s notice containing the information required by our bylaws is delivered to the Secretary not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Standard Time, on the later of (i) the 90th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and the proposed nominees of our Board to be elected at the meeting.

Our corporate governance guidelines provide further procedures by which shareholders may recommend nominees to our Board in relevant part as follows:



• Shareholders may contact the nominating and corporate governance committee by mail to recommend a nominee for our Board. Correspondence should be addressed to the nominating and corporate governance committee and should be sent by mail to Physicians Realty Trust, Board of Trustees c/o the Office of the Secretary, 309 N. Water Street, Suite 500, Milwaukee, WI 53202. • The Secretary shall promptly forward to members of the nominating and corporate governance committee any recommendations so received. • The nominating and corporate governance committee shall give appropriate consideration to candidates for trusteeship nominated by shareholders in accordance with the Company’s bylaws and shall evaluate such candidates in the same manner as other candidates identified by the nominating and corporate governance committee. • The nominating and corporate governance committee, through the Secretary, will endeavor to acknowledge its receipt of any timely recommendation received and notify the shareholder of the actions taken with respect to such candidate.

SKILLS, EXPERIENCE, QUALITIES, AND CHARACTERISTICS

Trustee

Skills and Experience

Independent

Race / Ethnic Diversity 1

Gender Diversity 1

John T. Thomas

Governor Tommy G. Thompson

Stanton D. Anderson

Mark A. Baumgartner

Albert C. Black, Jr.

William A. Ebinger, M.D.

Pamela J. Kessler

Ava E. Lias-Booker

Richard A. Weiss

(1) Based on trustee nominees' self-identified characteristics.

The charts on this page highlight certain skills, experiences, qualities, and characteristics that the particular trustee has, as more fully discussed below. A notation for an attribute indicates that the nominee gained the attribute through a current or prior position other than his or her service on the Company's Board. Our Board did not assign specific weights to any of these attributes or otherwise rate the level of a nominee’s attribute relative to the rating for any other potential nominee. The absence of a mark for an attribute does not necessarily mean that the nominee does not possess that attribute; it means only that when the Board considered that nominee in the overall context of the composition of our Board, that attribute was not a key factor in the determination to nominate that individual. Further information on each nominee’s qualifications and relevant experience is provided in the individual biographies that follow the chart.



Skills and Experience		Description
	Health Care	enhances the Board’s ability to understand the Company’s portfolio and business, assess challenges specific to the health care industry, and evaluate the Company’s strategy
	Real Estate	provides the Board with insight into understanding the Company’s strengths and challenges specific to real estate investment trusts (“REITs”) and real estate industries
	Strategy and Business Development	allows the Board to guide the Company in the execution of its short-term and long-term business strategies and supports the ongoing evaluation of the Company’s assets and portfolio
	Government and Regulatory	promotes the Board’s understanding of the Company’s compliance with regulatory requirements
	Risk Management	helps the Board appreciate, anticipate, and oversee the Company’s management of its various risks
	Finance and Reporting	assists the Board in understanding and overseeing the Company’s financial statements, financial reporting, and internal controls
	Board	provides insight into public and/or private company best practices and enhances the Board’s oversight of operations and governance
	Senior Leadership	brings leadership qualifications and skills and encourages development of leadership qualities in others while navigating in an atmosphere of continued change

BIOGRAPHIES OF TRUSTEES



Age: 55 Trustee Since: 2013 Committees: Finance and Investment Independent: No			John T. Thomas BACKGROUND • President, Chief Executive Officer, and Trustee, Physicians Realty Trust, 2013-Present • EVP - Medical Facilities Group, Welltower Inc. (NYSE: WELL, formerly Health Care REIT Inc.), 2009-2012 • President, Chief Development Officer and Business Counsel, Cirrus Health, 2005-2008 • SVP and General Counsel, Baylor Health Care System, 2000-2005 • General Counsel and Secretary, Unity Health System, 1997-2000 • Tax Attorney, Sonnenschein, Nath & Rosenthal (now Dentons), 1995-1997 • Tax Attorney, Shook, Hardy & Bacon, 1992-1995 • Tax Attorney, Milbank, Tweed, Hadley & McCoy, 1990-1992 • Graduate of Vanderbilt University Law School, with a J.D. • Graduate of Jacksonville State University, finishing with Distinction and Special Honors with a B.S. in Economics Mr. Thomas is our President and Chief Executive Officer and serves on our Board and is a member of the finance and investment committee. Mr. Thomas has been the chief executive officer and trustee since our organization in April 2013. Mr. Thomas was the Executive Vice President-Medical Facilities Group for Welltower Inc. (NYSE: WELL, formerly known as Health Care REIT Inc.) from January 2009 to July 2012. Prior to Welltower, Mr. Thomas served as President, Chief Development Officer and Business Counsel of Cirrus Health from August 2005 to December 2008, where he led efforts to acquire and manage four hospitals and an endoscopy center, as well as efforts to develop other outpatient care facilities. From October 2000 to July 2005, he served as Senior Vice President and General Counsel for Baylor Health Care System in Dallas, Texas. As General Counsel for Baylor Health Care System, he was responsible for legal and government affairs. Mr. Thomas has been recognized for his team’s advocacy work on Texas H.B. 3 and Proposition 12, the 2003 Texas legislative and constitutional amendment efforts to increase patient access to physicians and care through reforms to Texas’ medical malpractice laws. He was also co-founder and chairman of the Coalition for Affordable and Reliable Health Care, a national coalition to reform medical malpractice laws through federal legislation. Mr. Thomas has testified before the Ways and Means Committee and Energy and Commerce Committee of the U.S. House of Representatives and a sub-committee of the U.S. Senate’s Homeland Security Committee, all related to health care policy. From April 1997 to October 2000, he served as General Counsel and Secretary for Unity Health System, a five hospital division of the Sisters of Mercy Health System in St. Louis, MO, where he oversaw legal affairs for the health care delivery system and its operating subsidiaries. Mr. Thomas was a member of the Board of Directors of Education Realty Trust, Inc. (NYSE: EDR) from 2016 to 2018 at which time EDR was sold to a private company. He also serves on the Board of Trustees for the Jacksonville State University Foundation. Mr. Thomas began his career as a tax lawyer at Milbank, Tweed, Hadley & McCoy in New York, NY in 1990, and was elected a partner at Sonnenschein, Nath & Rosenthal (now Dentons) in April 1997. Mr. Thomas received his J.D. from Vanderbilt University Law School and his B.S. in Economics from Jacksonville State University, where he was a scholarship letterman on the football team and was a member of the Academic All-Conference Team. Mr. Thomas graduated with Distinction and Special Honors in Economics. TRUSTEE QUALIFICATIONS We have determined that Mr. Thomas should serve on our Board given his background, skills, and extensive experience in the health care industry. As President and Chief Executive Officer of the Company, he is knowledgeable on all aspects of the Company’s business and operations and has considerable executive experience in the real estate industry.



Age: 80 Trustee Since: 2013 Committees: Compensation, Nominating and Corporate Governance, Finance and Investment Independent: Yes			Governor Tommy G. Thompson BACKGROUND • Non-Executive Chairman of the Board, Physicians Realty Trust, 2013-Present • Interim President, University of Wisconsin System, 2020-2022 • United States Secretary of Health and Human Services, 2001-2005 • Governor of State of Wisconsin, 1987-2001 • Senior Advisor, Deloitte & Touche USA LLP, 2005-2009 • Senior Partner, Akin Gump Strauss Hauer & Feld LLP, 2005-2012 • President, Logistics Health, Inc., 2005-2011 • Graduate of the University of Wisconsin-Madison, with a B.S. and J.D. Governor Thompson was appointed to our Board in connection with our initial public offering (“IPO”) in July 2013 and is the non-executive chairman of our Board and a member of the compensation committee, nominating and corporate governance committee, and the finance and investment committee. Governor Thompson is currently serving as the University of Wisconsin System interim President. Governor Thompson is the former United States Health and Human Services (HHS) Secretary, serving from 2001 to 2005, and a four-term Governor of Wisconsin. Following his terms in public office, Governor Thompson built, and continues to build, on his efforts as HHS Secretary and Governor to develop innovative solutions to the health care challenges facing American families, businesses, communities, states and the nation. These efforts focus on improving the use of information technology in hospitals, clinics and doctors’ offices; promoting healthier lifestyles; strengthening and modernizing Medicare and Medicaid; and expanding the use of medical diplomacy around the world. From 2005 until 2009, Governor Thompson served as a senior advisor at the consulting firm Deloitte & Touche USA LLP and was the founding independent chairman of the Deloitte Center for Health Solutions, which researches and develops solutions to some of our nation’s most pressing health care and public health related challenges. From 2005 to early 2012, Governor Thompson served as a senior partner at the law firm of Akin Gump Strauss Hauer & Feld LLP. Governor Thompson served as Chairman of the Board of Trustees of Logistics Health, Inc. from January 2007 to May 2011, and served as President from February 2005 to January 2011. Governor Thompson served on the Board of Directors of Centene Corporation from 2005 to 2022. Governor Thompson currently serves on the Board of Directors of United Therapeutics Corporation (since 2010) and TherapeuticsMD, Inc. (since 2012). Governor Thompson was formerly a director of C.R. Bard, Inc., Cytori Therapeutics, Inc., Cancer Genetics, Inc., CareView Communications, Inc., and Tyme Technologies, Inc. Governor Thompson received his B.S. and J.D. from the University of Wisconsin-Madison. TRUSTEE QUALIFICATIONS We have determined that Governor Thompson should serve on our Board because of his public company board experience, extensive knowledge of the evolving health care industry, and unique experience with physicians, health care decision makers, and business executives nationwide regarding health care policy and improvements within the industry.



Age: 81 Trustee Since: 2013 Committees: Audit, Compensation (Chair) Independent: Yes			Stanton D. Anderson BACKGROUND • Trustee, Physicians Realty Trust, 2013-Present • Partner, McDermott Will & Emery, 1995-2008 • Senior Counsel to the President and CEO, U.S. Chamber of Commerce, 1997-Present • Executive Vice President and Chief Legal Officer, U.S. Chamber of Commerce, 2003-2007 • Counsel, Reagan-Bush Presidential Campaign, 1980 • Graduate of Willamette University, with a J.D. and served as a member of the Law Review • Graduate of Westmont College, with a B.A. Mr. Anderson was appointed to our Board in connection with our IPO in July 2013 and is the Chairman of the compensation committee and is a member of the audit committee. Mr. Anderson resigned as a partner from the law firm McDermott Will & Emery in February 2008. He served as Senior Counsel to the President and CEO of the U.S. Chamber of Commerce (the “Chamber”) from 1997 until 2016. While a partner at McDermott Will & Emery, Mr. Anderson served as Executive Vice President and Chief Legal Officer of the Chamber. Mr. Anderson also oversaw the National Chamber Litigation Center, the public policy legal arm of the Chamber; the Institute for Legal Reform, a Chamber affiliate dedicated to restoring fairness, efficiency, and consistency to the U.S. civil justice system; and the Chamber’s Office of General Counsel. Mr. Anderson has been involved in national political affairs since 1972, including managing a number of Republican conventions and serving as Counsel to the Reagan-Bush Campaign in 1980. Mr. Anderson has received a number of Presidential appointments, including the President’s Advisory Committee on Trade Negotiations and the Presidential Commission on Personnel Interchange, and chaired the U.S. delegation to the United Nations Conference on New and Renewable Energy Resources in 1981. Mr. Anderson previously served on the Board of Directors of two public companies, CB Richard Ellis, a national real estate company, where he chaired the audit committee for a number of years, and Aegis Communications Group, where he chaired a number of board committees, including the audit committee. Mr. Anderson graduated from Westmont College, where he was a Small College All-American basketball player, and received his law degree from Willamette University where he was a member of the Law Review. TRUSTEE QUALIFICATIONS We have determined that Mr. Anderson should serve on our Board because of his significant financial and legal experience, prior service as a member of the Board of Directors of other public companies, and his familiarity with business policy.



Age: 66 Trustee Since: 2013 Committees: Audit (Chair) Independent: Yes			Mark A. Baumgartner BACKGROUND • Trustee, Physicians Realty Trust, 2013-Present • Chief Investment & Risk Officer and Senior Managing Director, The Ziegler Companies, Inc., 2009-2020 • Investment Banker, The Ziegler Companies, Inc., 1984-2009 • Graduate of the University of Notre Dame, with a B.B.A. in Finance Mr. Baumgartner was appointed to our Board in connection with our IPO in July 2013 and is the Chairman of the audit committee. From 2009 to 2020, Mr. Baumgartner served as the Chief Investment & Risk Officer and a Senior Managing Director of The Ziegler Companies, Inc. (“Ziegler”). During his tenure he was responsible for review of certain transactions underwritten by the firm for hospitals, senior living entities, and charter schools, totaling approximately $3 billion annually. In addition, Mr. Baumgartner oversaw Ziegler’s proprietary investments, private equity funds, and general business risks. Prior to assuming his position in 2009, Mr. Baumgartner worked as an investment banker at Ziegler beginning in 1984. Over the next 25 years, he completed more than 150 public debt offerings in excess of $5 billion for hospital systems, clinics and senior living facilities across the country. During that time, Mr. Baumgartner’s investment banking activities included mergers, acquisitions and financial advisory work as well as tax-exempt and taxable financings on a fixed variable or blended interest rate basis. Mr. Baumgartner also worked on numerous strategic advisory transactions for health care providers involved in merging, acquiring or partnering with other health care entities. Mr. Baumgartner was a registered representative and registered principal of Ziegler. In 2021, Mr. Baumgartner was named to the board of the Marshfield Clinic Health System. He earned a B.B.A. in finance from the University of Notre Dame. TRUSTEE QUALIFICATIONS We have determined that Mr. Baumgartner should serve on our Board because of his health care industry expertise, financial expertise, and capital markets experience.



Age: 62 Trustee Since: 2013 Committees: Nominating and Corporate Governance (Chair), Finance and Investment Independent: Yes			Albert C. Black, Jr. BACKGROUND • Trustee, Physicians Realty Trust, 2013-Present • Founder and Chairman, On-Target Supplies & Logistics, Ltd., 1982-Present • Graduate of Southern Methodist University's Cox School of Business, with a M.B.A. • Graduate of the University of Texas at Dallas Mr. Black was appointed to our Board in connection with our IPO in July 2013 and is the Chairman of the nominating and corporate governance committee, and a member of the finance and investment committee. Mr. Black founded On-Target Supplies & Logistics, Ltd. (“On-Target”), a regional logistics management firm that provides outsourced services to a diverse set of companies, in 1982. On-Target's services include a broad range of supply chain functions. As Chairman of the company, Mr. Black’s responsibilities include the development of its executive management team and corporate strategy. On-Target's affiliate companies are TreCo Investments and READYTOWORK®, a workforce training and development company. Mr. Black’s professional and community experience over the years has included serving in leadership positions with several civic and educational institutions, including Baylor Scott and White Health, one of the leading health care delivery systems in the country, where he has served as a trustee for over 25 years. Mr. Black is a past Chairman of the Board of Trustees for Baylor Health Care System. Mr. Black also serves as the inaugural chairman of the Charles A. Sammons Cancer Center Board. He is also a sponsoring trustee of the BSWH Diabetes Health and Wellness Institute. Mr. Black also has served as Chairman of the boards of Dallas Regional Chamber BSWH, PrimeSource, and the Dallas Housing Authority. Mr. Black’s college and university board experience includes St. Louis University Board of Trustees, Baylor University Regent, Texas Southern University Regent, and Paul Quinn College Regent. Mr. Black received a bachelor's degree from the University of Texas at Dallas and earned an MBA from the Cox School of Business at Southern Methodist University. TRUSTEE QUALIFICATIONS We have determined that Mr. Black should serve on our Board because of his entrepreneurial start-up business experience, his experience as President and CEO of a company, and his insightful perspective serving as a long-standing member of the board of trustees of a major health care delivery system, as well as other civic and educational institutions.



Age: 67 Trustee Since: 2013 Committees: Compensation, Finance and Investment Independent: Yes			William A. Ebinger, M.D. BACKGROUND • Trustee, Physicians Realty Trust, 2013-Present • Internist, Advocate Aurora Health Care, 2008-2021 • President of the Medical Staff, Aurora Medical Center, Grafton, Wisconsin, 2010-2013 • Medical Director, Ozaukee Region, Aurora Advanced Healthcare Division, 2012-2014 • Physician Shareholder, Advanced Healthcare, 1992-2008 • Physician Shareholder, Milwaukee Medical Clinic, 1984-2002 • Postgraduate Training, Internal Medicine, University of Michigan • Graduate of Cornell College and the Pritzker School of Medicine at the University of Chicago • Certification, American Board of Internal Medicine since 1983 • Member, American College of Physicians Dr. Ebinger was appointed to our Board in connection with our IPO in July 2013 and is a member of the compensation committee and the finance and investment committee. Dr. Ebinger was a practicing internist with Advocate Aurora Health Care, now one of the 10 largest not-for-profit integrated health systems in the nation with 28 hospitals, 8,300 physicians, and approximately $9.4 billion annual revenue, from 2008 through 2021. Dr. Ebinger served as the inaugural President of the Medical Staff at the Aurora Medical Center in Grafton, Wisconsin from 2010 through 2013. Dr. Ebinger served as a Medical Director for the Ozaukee Region of the Aurora Advanced Healthcare Division from 2012 through 2014. Dr. Ebinger was also a member of the Board of Directors for the Aurora Medical Group upon its formation in 2008 and served as the inaugural President of the Aurora Greater Milwaukee North Market Management Committee from 2014 through 2017. Prior to joining Aurora Health Care in 2008, Dr. Ebinger was a shareholder of Advanced Healthcare, the largest independent physician practice group in Southeastern Wisconsin with 250 physicians, and served on its Board of Directors for 12 years. In 2008, Dr. Ebinger helped Advance Healthcare arrange a strategic hospital affiliation with Aurora Health Care to create Aurora Advanced Health Care. Dr. Ebinger graduated from Cornell College and the Pritzker School of Medicine at the University of Chicago. Dr. Ebinger completed his postgraduate training in Internal Medical at the University of Michigan, is certified by the American Board of Internal Medicine, and is a member of the American College of Physicians. TRUSTEE QUALIFICATIONS We have determined that Dr. Ebinger should serve on our Board because of his unique perspective as a practicing physician and experience with the integration and affiliation of an independent physician practice group with a leading health care delivery system.



Age: 56 Trustee Since: 2018 Committees: Audit Independent: Yes			Pamela J. Kessler BACKGROUND • Trustee, Physicians Realty Trust, 2018-Present • Co-President, LTC Properties, Inc. (NYSE: LTC), May 2020-Present • EVP, LTC Properties, Inc., 2007-May 2020 • Chief Financial Officer and Corporate Secretary, LTC Properties, Inc., 2007-Present • VP - Controller, LTC Properties, Inc., 2000-2007 • Corporate Controller, The Ezralow Company, 1997-2000 • Director of Financial Reporting, Irvine Apartment Communities, 1994-1997 • Assistant Controller, Inland Empire Division of KB Home, 1992-1994 • Senior Accountant, Real Estate Group, Ernst & Young LLP., 1989-1992 • Graduate of the University of California-Irvine, with Honors earning a B.A. in Economics • Licensed Certified Public Accountant (CPA-Inactive) Ms. Kessler was appointed to our Board on January 1, 2018 and is a member of the audit committee. Ms. Kessler was promoted to Co-President in May 2020 and is also the Chief Financial Officer and Secretary of LTC Properties, Inc. (NYSE: LTC), positions she has held since 2007. Ms. Kessler previously served as EVP of LTC from 2007 - May 2020. She has been with LTC as a member of the senior management team since 2000, when she joined as Vice President, Controller. Ms. Kessler oversees all aspects of finance, accounting, corporate reporting, tax and risk management, and is also responsible for LTC’s capital markets and key stakeholder engagement activities. She has over 25 years of real estate experience and has demonstrated expertise in developing, leading, and executing capital markets and financial planning and analysis activities. LTC is a real estate investment trust that invests in senior housing and post-acute/skilled nursing properties primarily through sale-leaseback transactions, mortgage financing, and structured finance solutions, including mezzanine lending. Prior to joining LTC, Ms. Kessler served as the Corporate Controller for a privately held commercial and multifamily real estate developer. She was also the Director of Financial Reporting for Irvine Apartment Communities, a publicly traded multifamily REIT, and Assistant Controller of the Inland Empire division of KB Home, one of the nation’s largest publicly traded homebuilders. She began her career as a certified public accountant in the real estate group at Ernst & Young LLP. Ms. Kessler also serves on the board and as a member of the real estate committee of the Providence Cedars-Sinai Tarzana Foundation. Providence Tarzana Medical Center is a 249-bed hospital serving the San Fernando Valley, a joint venture between Providence St. Joseph Health, a national not-for-profit health system comprised of 50 hospitals and 829 clinics throughout the western part of the United States, and Cedars-Sinai Health System. Ms. Kessler graduated with honors earning her bachelor’s degree in economics from the University of California, Irvine where she was the Vice President of Student Services. TRUSTEE QUALIFICATIONS We have determined that Ms. Kessler should serve on our Board because of her experience as CFO and Secretary of a publicly traded company, her REIT experience, and her financial knowledge and expertise.



Age: 61 Trustee Since: 2022 Committees: None Independent: Yes			Ava E. Lias-Booker BACKGROUND • Trustee, Physicians Realty Trust, 2022 • Partner, McGuireWoods LLP, 2004-Present • Partner, Saul Ewing LLP, 2001-2004 • Partner, Gordon, Feinblatt, Rothman, Hoffberger & Hollander LLP, 1995-2001 • Partner, Saul Ewing LLP (formerly Weinberg & Green LLC), 1994-1995 • Associate, Saul Ewing LLP (formerly Weinberg & Green LLC), 1986-1994 • Graduate of Maryland Francis King Carey School of Law, with a J.D. Ms. Lias-Booker was appointed to our Board on March 1, 2022. A seasoned trial and appellate lawyer, Ava Lias-Booker serves in a number of leadership roles at McGuireWoods LLP, a leading international law firm. She is Chair of the firm's Diversity & Inclusion Committee, a member of its Diversity Action Council, and part of the firm’s seven-member Associates Committee. A partner in the firm’s Baltimore office, Ava leads the Baltimore litigation practice with three decades of first chair trial experience representing businesses from a broad range of industries in complex commercial and civil litigation. She served as co-lead counsel to a multinational oil and gas corporation that successfully argued for the reversal of jury verdicts awarding plaintiffs more than $1.5 billion in compensatory and punitive damages before Maryland’s highest appellate court. She has successfully defended financial institutions in a myriad of cases at the trial and appellate levels, including a multimillion-dollar claim involving alleged violations of the Fair Credit Reporting Act and the Computer Fraud and Abuse Act and a more than $50 million check fraud matter. Ava’s dedication to providing excellent client service is matched by her passion for mentoring young lawyers and serving the legal and civic communities of Baltimore, the state, and the nation. She serves as a member of the board of directors of University of Maryland Saint Joseph’s Medical Center and sits on the boards of visitors of Duke University School of Law and the University of Maryland Francis King Carey School of Law (emeritus). She is a former member of the boards of directors for the Baltimore Symphony Orchestra and the Baltimore Open Society Institute. Ms. Lias-Booker Ava also serves as chair of the Magistrate Judges’ Merit Selection Panel of the U.S. District Court for the District of Maryland and was a gubernatorial appointee to the Maryland Appellate Judicial Nominating Committee. She frequently speaks on litigation, leadership, and diversity issues. TRUSTEE QUALIFICATIONS We have determined that Ms. Lias-Booker should serve on our Board because of her legal and financial experience, her experience in matters of compliance with legal and regulatory requirements, and her leadership on DEI issues.



Age: 75 Trustee Since: 2013 Committees: Nominating and Corporate Governance, Finance and Investment (Chair) Independent: Yes			Richard A. Weiss BACKGROUND • Trustee, Physicians Realty Trust, 2013-Present • Management Committee Member, Foley & Lardner LLP, 1999-2008 • Graduate of the University of Wisconsin Law School, finishing Magna Cum Laude earning a J.D., Order of the Coif, and served on the editorial board of the Wisconsin Law Review • Graduate of Northwestern University, finishing with distinction honors earning a B.S.B.A. Mr. Weiss was appointed to our Board in connection with our IPO in July 2013 and is Chairman of the finance and investment committee and a member of the nominating and corporate governance committee. Mr. Weiss retired as a partner from the law firm Foley & Lardner LLP in June 2008, where he served as managing partner of the firm’s Washington D.C. office and as a member of the firm’s management committee. Mr. Weiss concentrated his law practice in health care finance, representing hospital systems, medical practice groups, and investment banks. Mr. Weiss served for over 30 years on the boards of directors of Advocate Aurora Health and predecessor companies, including terms as finance committee chair and board chair of Aurora Health Care and Milwaukee Psychiatric Hospital until 2021. He also served on the board of trustees and as board chair of Washington Hospital Center in Washington D.C. Mr. Weiss has also been a trustee of the Medical College of Wisconsin. In addition to his work in health care, Mr. Weiss worked in the sports industry, where he represented the Washington Nationals in connection with its baseball stadium in Washington, D.C., the Green Bay Packers in the renovation of Lambeau Field, the Milwaukee Brewers in the development and financing of Miller Park, and Major League Baseball in the financing of ballparks in San Diego and Miami. Mr. Weiss graduated from the University of Wisconsin Law School (magna cum laude, 1971), where he was Order of the Coif and on the editorial board of the Wisconsin Law Review, and has a business degree from Northwestern University (B.S.B.A., with distinction, 1968). Mr. Weiss is a board member and audit committee chair of Ascendium Education Group, a retired member of The Economic Club of Washington D.C., a former board member and the general campaign chair for the United Way of the National Capital Area, and a former member of the board of trustees and executive committee of the Greater Washington Board of Trade. TRUSTEE QUALIFICATIONS We have determined that Mr. Weiss should serve on our Board because of his health care industry, legal and financial experience, and his experience in matters of compliance with legal and regulatory requirements.

TRUSTEE NOMINATION PROCEDURE

Our bylaws provide that, with respect to an annual meeting of shareholders, nominations of individuals for election to our Board at an annual meeting and the proposal of other business to be considered by shareholders may be made only (i) pursuant to our notice of the meeting, (ii) by or at the direction of our Board or (iii) by a shareholder of record both at the time of giving of notice and at the time of the annual meeting, who is entitled to vote at the meeting and has complied with the advance notice provisions set forth in our bylaws.

Our bylaws require the shareholder to provide notice in writing to the Secretary containing the information required by our bylaws not earlier than the 150th day nor later than 5:00 p.m., Eastern Standard Time, on the 120th day prior to the first anniversary of the date our proxy statement is released to our shareholders (as used in Rule 14a-8(e) promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), as interpreted by the Securities and Exchange Commission ("SEC") from time to time) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the shareholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Standard Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a shareholder’s notice as described above.

TRUSTEE INDEPENDENCE

Under the listing requirements and rules of the NYSE, independent trustees must comprise a majority of a listed company’s board of directors. The nominating and corporate governance committee recommended to the Board, and the Board determined, that of the nine persons who serve on our Board, the following eight trustees are “independent” based on the NYSE’s listing rules, and the Company’s corporate governance guidelines: Messrs. Anderson, Baumgartner, Black, and Weiss, Dr. Ebinger, Ms. Kessler, Ms. Lias-Booker, and Governor Thompson.

In making the independence determinations, our Board broadly considers all relevant facts and circumstances, including the current and prior relationships that each non-employee trustee has with us and the beneficial ownership of our common shares by each non-employee trustee. In assessing the independence of certain trustees, the Board considered immaterial, ordinary course and arm’s-length rental payments received from two health care systems that are tenants at four of our properties. Based on the assessments, the Board determined that none of the trustees had a relationship with our Company or our management that, in the judgment of the Board, would impair the trustee’s independence.

A copy of the Company’s corporate governance guidelines is available in the "Investors" section of our website (www.docreit.com) under “Governance Documents.”

Annual Board and Committee Self-Evaluation

The Board recognizes that a robust evaluation process is an essential component of good corporate governance and Board effectiveness.

The Board and each of its committees conduct self-evaluations through the completion of written questionnaires related to their performance on an annual basis. The Board and the Committees meet to discuss the results of the self-evaluations. Through this process, trustees provide feedback and assess the Board’s and each of the committees’ performance, including areas where the Board and/or the committees can improve. The nominating and corporate governance committee oversees this evaluation process.

Our Board and Committees

BOARD LEADERSHIP STRUCTURE

Mr. Thomas currently serves as our President and Chief Executive Officer and Governor Thompson currently serves as the Non-Executive Chairman of the Board. Pursuant to the Company’s bylaws, the Board may, but is not required to, designate a Chief Executive Officer. In the absence of such designation, the Chairman of the Board shall be the Chief Executive Officer of the Company. The Board has no policy with respect to the separation of the offices of Chairman of the Board and the Chief Executive Officer as the Board believes that it is in the best interests of the Company and its shareholders to make that determination from time to time based on the needs of the Company and the Board. The Board has determined that separating the roles of Chief Executive Officer and Chairman is currently in the Company’s and shareholders' best interests.

COMMITTEE MEMBERSHIP AND STRUCTURE

Our Board has established four standing committees: an audit committee, a compensation committee, a nominating and corporate governance committee, and a finance and investment committee. The principal functions of each committee are described below. We comply with the listing requirements and other rules and regulations of the NYSE, as amended or modified from time to time, and each of the audit committee, compensation committee, and nominating and corporate governance committee is comprised exclusively of independent trustees. Additionally, our Board may from time to time establish certain other committees to facilitate the management of our Company.

The audit committee, compensation committee, and nominating and corporate governance committee each operate under charters approved by our Board, which charters are available in the "Investors" section of our website (www.docreit.com) under “Governance Documents.”



Audit Committee
MEMBERS Mark A. Baumgartner (Chair) Stanton D. Anderson Pamela J. Kessler Meetings in 2021: 5			We have adopted an audit committee charter, which details the principal functions of the audit committee, including oversight related to: • our accounting and financial reporting processes; • the integrity of our financial statements and financial reporting process; • our systems of disclosure controls and procedures and internal control over financial reporting; • our compliance with financial, legal and regulatory requirements; • the annual evaluation of the qualifications, independence, and performance of our independent registered public accounting firm; • the performance of our internal audit function; and • our overall risk profile. The Board has determined that each member of the audit committee is “independent” based on the NYSE’s listing rules and that each member of the audit committee also satisfies the additional independence requirements of the SEC for members of audit committees. In addition, the Board has determined that each member of the audit committee is “financially literate” within the meaning of the listing standards of the NYSE and that each of Mr. Baumgartner, Mr. Anderson, and Ms. Kessler is an “audit committee financial expert” as that term is defined by the applicable SEC regulations and the listing standards of the NYSE. The audit committee is responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees, and reviewing the adequacy of our internal accounting controls. The audit committee considers whether the independent registered public accounting firm is qualified and able to provide effective and efficient service, based on factors such as the independent registered public accounting firm’s familiarity with the Company’s industry, business, personnel, culture, accounting systems, or risk profile; the appropriateness of fees charged; and whether the retention of the independent registered public accounting firm would enhance the Company’s ability to manage or control risk or improve the quality of the audit. The audit committee meets with the independent registered public accounting firm at least quarterly, both together with management and separately, to review and discuss significant matters related to the audit and/ or the quarterly reviews of financial statements. The audit committee also approves the audit committee report required by SEC regulations to be included in our annual proxy statement. The audit committee also reviews any related party transaction identified and presented to the committee under the Company’s Related Person Transaction Policy, and oversees the investigation and handling of any concerns or complaints that arise under the Company's whistleblower policy. The report of the audit committee is included in this proxy statement.



Finance and Investment Committee
MEMBERS Richard A. Weiss (Chair) John T. Thomas Governor Tommy G. Thompson Albert C. Black, Jr. William A. Ebinger, M.D. Meetings in 2021: 4			The function of the finance and investment committee is to review and approve the Company’s capital structure and financing activities and investments in health care properties. Our finance and investment committee operates pursuant to a written charter. Unless otherwise determined by the Board, the committee shares in the responsibility for consulting with management on, and approving on behalf of the Board, all strategies, plans, policies and actions relating to: (i) capital structure; (ii) equity and debt financings, including public and private securities offerings; and (iii) credit facilities and loans, hedging and other financing transactions subject to investment parameters established by the Board for the Company. From time to time, the committee will also review and approve or recommend to the full Board specific investments in health care properties by the Company. Our Board has determined that, other than Mr. Thomas, each member of the finance and investment committee is “independent” under NYSE rules.



Compensation Committee
MEMBERS Stanton D. Anderson (Chair) Governor Tommy G. Thompson William A. Ebinger, M.D. Meetings in 2021: 2			Our compensation committee charter details the principal compensation-related functions of the compensation committee, including: • at least annually, review and approve the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluate our Chief Executive Officer’s performance in light of such goals and objectives and, determine and approve the Chief Executive Officer's compensation level based on this evaluation; • at least annually, review and approve all compensation for all other officers, and all other employees of the Company or its subsidiaries who are senior vice president and above; • periodically review and recommend to the Board the amount and composition of compensation for trustees; • at least annually, review the compensation philosophy of the Company; • at least annually, conduct a risk assessment of the Company's compensation policies and practices; • develop, periodically review, and recommend to the Board a succession plan for the Chief Executive Officer and other executive officers; • implement and administer our incentive compensation equity-based remuneration plans; • review and discuss with management the Compensation Discussion and Analysis (“CD&A”) and determine whether to recommend to the Board that the CD&A be included in the annual proxy statement; • prepare a report of the compensation committee for inclusion in our annual proxy statement; and • oversee any clawback policy relating to executive compensation. The Board has determined that each member of the compensation committee is “independent” based on the NYSE’s listing rules and also meets the NYSE’s additional requirements for membership on the compensation committee.



Nominating and Corporate Governance Committee
MEMBERS Albert C. Black, Jr. (Chair) Governor Tommy G. Thompson Richard A. Weiss Meetings in 2021: 3			Our nominating and corporate governance committee charter details the principal governance-related functions of the nominating and corporate governance committee, including: • identify and recommend to the full Board qualified candidates for election as trustees and recommend nominees for election as trustees at the annual meeting of shareholders; • recommend candidates to fill any vacancies on the Board; • in connection with the recommendation of candidates for election as trustees or to fill a vacancy on the Board, consider diversity in terms of perspective, background, experience, gender, race and ethnic or national origin; • develop and recommend to the Board policies and procedures regarding the consideration of trustee candidates recommended by the Company's shareholders; • recommend to the Board nominees for each committee of the Board; • oversees the Company's ESG and receives regular updates regarding strategy, practices, and performance; • oversee the Company's human capital and diversity and inclusion policies and initiatives, and oversee the DEI Council; • develop and recommend to the Board corporate governance guidelines and implement and monitor such guidelines and annually review such guidelines; • review and make recommendations on matters involving the general operation of the Board, including board size and composition, and committee composition and structure; • annually review and assess the independence of trustees; • annually facilitate the assessment of the Board’s performance and effectiveness; • oversee the evaluation of the Board and management; • make recommendations to the Board regarding governance matters, including the Company’s organizational documents and committee charters; and • at least annually, consider and discuss with management the Company’s code of business conduct and ethics and the procedures in place to enforce the code of business conduct and ethics. The Board has determined that each member of the nominating and corporate governance committee is “independent” based on the NYSE’s listing rules.

TRUSTEE ENGAGEMENT

BOARD MEETINGS

The Board held fourteen meetings during fiscal year 2021. Each of our trustees attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which such trustee served during fiscal year 2021.

The non-management members of the Board also met regularly in executive sessions without management present. Governor Thompson, the Non-Executive Chairman of the Board, served as presiding trustee of these executive sessions.

ATTENDANCE AT ANNUAL MEETING OF SHAREHOLDERS

Although we do not have a formal policy regarding attendance by members of the Board at our Annual Meeting, we encourage, but do not require, trustees to attend. All of our trustees attended the 2021 Annual Meeting of Shareholders.

CORPORATE GOVERNANCE GUIDELINES

Our Board has established corporate governance guidelines that address the role and composition of, and policies applicable to, the Board and management. At least annually, the nominating and corporate governance committee reviews and reassesses the corporate governance guidelines and submits any recommended changes to the Board for its consideration. A copy of the Company’s corporate governance guidelines is available in the "Investors" section of our website (www.docreit.com) under “Governance Documents.” Information contained on our website is not part of this proxy statement.

CORPORATE GOVERNANCE HIGHLIGHTS AND ENHANCEMENTS



Accountability to Shareholders			• Annual Board Elections • Majority Voting for Trustees • Trustee Resignation Policy for Failed Elections
Board Independence			• All Trustees Except One Management Trustee are Independent under New York Stock Exchange (“NYSE”) Rules • Audit, Nominating and Compensation Committees are 100% Independent • Independent Chairman • Separate Chairman and CEO Roles • Independent Trustees Meet Without Management Regularly
Alignment with Shareholder Interests			• Annual Trustee Equity Awards That Vest Over Two Years • Trustee and Executive Officer Stock Ownership Guidelines • Commitment to Corporate Sustainability • Committee-Level Oversight of Environmental, Social, and Governance ("ESG") and Human Capital Management Matters • Corporate Governance Guidelines • Code of Business Conduct and Ethics • Opted out of Business Combination and Control Share Acquisition Statutes In the Maryland General Corporation Law • No Shareholder Rights Plans

Board Responsibilities

STRATEGIC OVERSIGHT

Oversight of the Company’s business strategy and strategic planning is a key responsibility of the Board. The Board believes that overseeing and monitoring strategy is a continuous process and the Board takes a multilayered approach in exercising its duties.


The Board is committed to oversight of the Company’s business strategy and strategic planning, including work embedded in the Board committees, regular Board meetings, and dedicated meetings each year to focus on strategy.						This ongoing effort enables the Board to focus on Company performance over the short, intermediate, and long term, as well as the quality of operations. In addition to financial and operational performance, non-financial measures, including sustainability metrics, are discussed regularly by the Board and Board committees.

While the Board and its committees oversee strategic planning, Company management is charged with executing the business strategy. To monitor performance against the Company’s strategic goals, the Board receives regular updates and actively engages in dialogue with our Company’s senior leaders. These boardroom discussions are enhanced with in-depth investment discussions, which provide Board members an opportunity to monitor the Company's execution against strategic goals.

The Board’s oversight and management's execution of business strategy are viewed with a long-term mindset and a focus on assessing both opportunities for and potential risks to the Company.

RISK OVERSIGHT

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its four standing committees — the audit committee, the compensation committee, the nominating and corporate governance committee, and the finance and investment committee — each of which addresses risks specific to its respective area of oversight. In particular, our audit committee is responsible for considering and discussing our major financial risk

exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also oversees our information and technology risks, including cybersecurity, monitors compliance with legal and regulatory requirements, and oversees the performance of our internal audit function. Our compensation committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines and our code of business conduct and ethics, including whether they successfully prevent illegal or improper liability-creating conduct. The nominating and corporate governance committee also oversees our ESG initiatives. Our finance and investment committee monitors our investments and financing activities, approves or recommends to the Board certain financial transactions, including equity and debt financings, material amendments to our credit facilities and other indebtedness, and, from time to time, approves specific investments in health care properties by the Company.


CYBERSECURITY OVERSIGHT
• We deploy a cybersecurity defense strategy with multiple layers of controls, including embedding security into our technology investments. • We invest in threat intelligence and are active participants in industry and government forums to improve sector cybersecurity defense. • We collaborate with our peers in threat intelligence, vulnerability management, response, and drills. • We perform simulations and drills at both technical and management level, including annual cybersecurity training for all employees. • We utilize the expertise of top information security providers to conduct external audits of our cybersecurity defense program and implement their recommendations for improved security. • We adopted and review annually our Security Breach Incident Response Plan, which incorporates our annual cybersecurity training program. • We maintain a cybersecurity risk insurance policy.

CODE OF BUSINESS CONDUCT AND ETHICS

Our Board has established a code of business conduct and ethics that applies to our officers, trustees, and employees, including our Chief Executive Officer, Chief Financial Officer, and other senior officers. Among other matters, our code of business conduct and ethics is designed to deter wrongdoing and to promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely, and understandable disclosure in our SEC reports and other public communications;

• compliance with laws, rules, and regulations;

• prompt internal reporting of violations of the code to appropriate persons identified in the code; and

• accountability for adherence to the code of business conduct and ethics.

Waivers or amendments of the code of business conduct and ethics for our executive officers or trustees must be approved by the Board or the nominating and corporate governance committee, and any such waiver or amendment will be disclosed on our website.

A copy of the Company’s corporate governance guidelines is available in the "Investors" section of our website (www.docreit.com) under “Governance Documents.”

COMMITMENT TO CORPORATE RESPONSIBILITY AND SUSTAINABILITY

HOW WE WORK

Physicians Realty Trust focuses on stakeholder engagement with team members, health care partners, investors, and the greater community within our asset markets. Through the strong support and oversight of our Board of Trustees, and under the direction of our nominating and corporate governance committee, DOC's senior leadership dedicates resources and tools to measure and manage resource consumption, including energy, carbon, water, and waste. Our sustainability policies are critical to delivering on our business goals of helping medical providers, developers, and shareholders realize better health care, better communities, and better returns.

DOC is committed to publishing an annual ESG Report, which outlines our commitment and progress toward goals related to ESG matters. The current ESG Report is available on our website at www.docreit.com/esg. The information contained on our website is not included in, nor incorporated by reference into, this Proxy Statement.

OUR ESG TEAM APPROACH

Board of Trustees: oversees all ESG, human capital, and diversity, equity, and inclusion policies and initiatives and receives progress updates on goals, performance, and initiatives as needed.

Nominating and Corporate Governance Committee: oversees ESG matters, human capital, and diversity, equity, and inclusion policies and initiatives relating to the Company, including oversight of the Company’s DEI Council. In furtherance of these responsibilities, the Committee periodically receives reports from management on the Company’s strategy in the areas listed above, practices, and performance and informs the Board regarding such matters.

ESG Committee: plans and executes on ESG strategies, consisting of a multi-workgroup team including, but not limited to construction and project management, asset management, leasing, human resources, administration, marketing, communications, and investments. The ESG Committee is an employee committee led by our Executive Vice President of Asset Management, who oversees all internal ESG matters and reports directly to our President and CEO. The ESG Committee and its Environmental, Social, and Governance subgroups meet monthly or weekly as needed to set goals, measure progress, and report on successes.

Philanthropy Committee: an employee committee that sets goals and plans events for team-led philanthropic and charitable activities.

Green Committee: an ESG-focused initiative led by members of our internal team that researches and implements “green” initiatives with our Company offices to benefit our team members' overall health and well-being.

DEFINING ESG AT DOC


Environmental	Social	Governance
Capitalizing on opportunities, lowering occupancy costs, reducing our carbon footprint, improving the patient experience through property upgrades, and generating long-term shareholder value.	Generating and measuring trust and loyalty among our team, clients, and society while reflecting company values of giving back to our communities, promoting a healthy working environment, and retaining top team member talent within a diverse, equitable, and inclusive workforce.	Measuring company processes through checks and balances and strong governance oversight by a Board comprised of eight (out of nine) independent trustees, with the objective of enhancing shareholder value.

SUSTAINABILITY PHILOSOPHY


			At DOC, we strive to be sustainability leaders within the real estate industry. Our DOC environmental projects stem from our adherence to a G2 Sustainability℠ philosophy—a practical approach in which being "green" through our capital initiatives equates to a "green" cash return via cost savings over time. From a social perspective, DOC prioritizes the well-being of our team members, our health care partners, and the patients that visit our properties. We are committed to the highest standards of ethics, integrity, and corporate governance. With these goals in mind, DOC has adopted a holistic approach to ESG, with the goals of ensuring our nationwide portfolio's economic viability, operational efficiency, natural resource conservation, and social responsibility.

ESG INITIATIVES

Since our founding in 2013, DOC has established a track record of environmental stewardship, value creation at the community level, and strong governance. We are also committed to increased transparency and accountability through public disclosure. We believe that sustainable investments are investments in a brighter future.

Highlights from our 2021 achievements can be found on page 6. In addition, our 2021 ESG Report to be issued in June 2022 will provide in-depth coverage of our efforts and will be available on our website at www.docreit.com/esg.

2019-2021 ESG GOALS



			Energy & Emissions			10% reduction over 3 years
			Water			10% reduction over 3 years
			Waste			10% increased diversion over 3 years
			Climate Mitigation			Goal 1: Commit to a greenhouse gas (GHG) reductions strategy, striving for a 40% reduction by 2030 Goal 2: Identify existing and future climate risks at each of our properties and implement a mitigation strategy
			2022 Capital Target			$4.5 million committed to sustainability-driven projects $375,000 committed to philanthropic support nationwide
			2022 Reporting			Publish Annual ESG Report in compliance with TCFD and SASB

Goals benchmarked on 1/1/2018 for the Identified MOB Portfolio

HUMAN CAPITAL MANAGEMENT & DEI

HUMAN CAPITAL MANAGEMENT

Our Company is focused on human capital management, which our Board believes is vital to the health of the Company. We believe that the success of our business depends on a strong, talented, and committed workforce to ensure excellence on behalf of our clients and shareholders. Therefore, we prioritize the well-being of our team members and offer comprehensive benefits packages, opportunities for personal and group volunteer efforts, and paths for life-long learning to our employees. Our employees work with various business units across the Company to diversify their skill sets. Team members are offered challenging projects, stock ownership as a form of compensation, and a collaborative and inclusive environment with exposure to our top executives.

We are an equal opportunity employer, and we are committed to making employment decisions without regard to race, creed, color, religion, sex, age, ancestry, national origin, sexual preference, sexual orientation, marital status, disability, protected veteran status, minority groups, or any other legally protected status. As of December 31, 2021, we had 89 full-time employees, none of whom were subject to a collective bargaining agreement. We believe that relations with our employees are positive.

The Nominating and Corporate Governance Committee retains oversight over human capital matters, including diversity, equity, and inclusion policies and initiatives, and oversees the Company's DEI Council. Our Board receives regular reports from our CEO regarding annual employee engagement results conducted through an independent third party, and in 2021, the Company had 93% participation in this survey. In addition, our Board members periodically attend employee events, participate in our annual Management Summit event, and attend all-team holiday gatherings. Also, in 2021, Dr. William Ebinger, a member of our Board, hosted an all-company meeting to discuss the COVID-19 crisis and answer vaccination questions.

EMPLOYEE ENGAGEMENT

In 2021, the Company offered team member training, including courses on leadership, freedom from harassment through a positive work environment, and unconscious bias, among other topics. Our team also routinely participates in training opportunities related to ESG and workplace best practices to pursue continued professional development. In addition, employees participate in an annual book club discussion and training events, including regular Company-wide “lunch and learn” discussions on leadership, wellness, mentorship, team-building, the REIT industry, and advanced computer skills.

We have a strong commitment to team involvement in the workplace. Employees lead committees focusing on social, environmental, philanthropic, and health and wellness topics that shape the Company’s policies. Annual engagement surveys are conducted by an independent third party to provide anonymous team member feedback, and in 2021, the response rate to this survey was approximately 93%. We believe that continuous improvement and investment in our team are the keys to our continued success.

What We Offer our Team Members

Visibility and a Voice

Stretch Opportunities

Leading-Edge Technology

DOC offers challenging projects, ownership, and a collaborative environment. Team members receive exposure to our top executives and are encouraged to present their best ideas and programs.

Through numerous growth opportunities, employees work with a variety of business units across the Company to diversify their skill set.

The Company invests in leading software and systems to give our team members the tools needed to achieve results for our health care clients and shareholders.

DIVERSITY, EQUITY, AND INCLUSION

To represent our commitment to DEI, we established a DEI Council in 2019 that sets ambitious, attainable, and authentic goals, develops educational platforms, and plans activities to promote DEI at all levels of our organization. We take a personalized approach, driven by a 16-member DEI Council that represents all workgroups within our Company. Strategies include promoting the inclusion of diverse candidates in recruitment efforts, providing enhanced career development support for underrepresented populations, and ensuring that we continue to offer benefits and compensation that attracts and retains diverse team members.

Our DEI Council, which meets monthly, operates under the direction and full support of our Senior Vice President and Deputy Chief of Investments, who reports on activities to our President and CEO. In addition, the DEI Council is overseen by the Nominating and Corporate Governance Committee and reports to the entire Board as needed. We feel that this level of visibility leads to high engagement, accountability, and fulfillment of our DEI goals.

2021 Successes

Internal Team : All five of the Company’s 2021 summer interns were diverse, representing those who identify as female, LGBTQ+, or BIPOC, supporting our efforts to build a young, diverse, and talented leadership pipeline. In addition, all internal and external candidate recruitment focuses on seeking diverse candidates, using organizations, resources, and job boards with diverse followings. The Company also committed to observing Martin Luther King, Jr. Day as a paid day off for team members for action and education. Finally, our executive performance reviews also now include a DEI element.

Culture : In 2021, the Company hosted Company-wide DEI town halls with topics including mental health, women in leadership, and working styles and recognition differences. Our annual management summit, which included over 300 team members and partner property management, leasing, and engineering professionals, featured a dedicated DEI keynote speaker.

Financial Investments : In coordination with NAIOP Wisconsin and the Marquette University Center for Real Estate, the Company supported the Real Estate Exchange (“REEX”) Summer Programs. This organization's mission is to expose diverse high school students to career opportunities in commercial real estate. We provided $11,000 in financial support and in-kind services for scholarships to diverse high school students interested in careers in commercial real estate.

Industry : Our President and CEO signed the CEO Action for Diversity & Inclusion pledge in July 2021, which aims to rally the business community from across industries and sectors to advance diversity, equity, and inclusion within the workplace. We are also proud of our representation on the national Nareit Social Responsibility Council in 2021, and our team members regularly attend continuing education on DEI matters through Nareit conferences.

Community Engagement : The Company continued its ongoing partnership with Year Up, a national organization whose mission connects talented young adults and top companies to launch careers, power businesses, and build communities. Our 2021 activities included virtual networking events and mock interviews that have fostered ongoing mentorships among our team members and recent program graduates.

2022: Looking Ahead

Our team has developed targeted DEI goals to make a tangible and meaningful impact on our Company, industry, and communities, ultimately advancing DEI principles and better business performance. Our forthcoming ESG Report will showcase our successes to date and 2022 roadmap in greater detail.

COVID-19 UPDATE

Throughout the COVID-19 pandemic, we have prioritized the health and safety of our team members. For example, to encourage and support COVID-19 vaccination, the Company provided two paid “Wellness Days” in 2021 to assist our team members with the potential immediate side-effects from the vaccination, which could also be used for overall mental health wellness. The Company also facilitated communication and education related to mental health and wellness, including a Company-wide, team-led town hall discussion. In addition, we supported various COVID-19 relief efforts alongside our health care partners across the country. Our efforts have included donating supplies, allowing local government agencies to store personal protective equipment at our facilities, establishing a temporary COVID-19 vaccine site at one of our facilities available for lease, establishing and managing drive-through COVID-19 testing locations at our facilities, and coordinating COVID-19 screening at building entrances.

COMPENSATION AND BENEFITS

Our leadership has championed the importance of providing a robust benefits package. We offer competitive pay and compensation packages including an annual bonus, 80% paid medical/dental, 16 days of paid time off benefits with an additional 5 days at an employee's third anniversary, 11 paid holidays, yearly paid volunteer time off ("VTO"), immediate vesting in 401(k) with match, company-sponsored short- and long-term disability, life insurance, and 6 weeks of paid parental leave. We provide equity compensation after one year of employment. Through our employee stock purchase program and annual stock grant, our team members are also owners of the Company. The Company offers a graduate degree sponsorship program and a high-deductible health plan option with a Health Savings Account, which to date has annually included a Company contribution.

In response to COVID-19, the Company has adopted a two-day-a-week work-from-home approach to meet the changing needs of our team. Additionally, the Company debuted a one-month "work from anywhere" policy per year.

CORPORATE GOVERNANCE MATTERS

Physicians Realty Trust shares information regarding its corporate governance, SEC reports, press releases, and disclosures on our website, including voluntary disclosures such as investor presentations and a quarterly supplemental. The "Investors" section of our website (www.docreit.com) also provides information regarding our Board's role in overseeing our business operations, including details of the Board’s committee structure and governance documents.

PHILANTHROPY & VOLUNTEERISM

As a Company, we are dedicated to making a difference in the lives of our team members, investors, health care partners, and those who visit our properties. We always strive to "pay it forward," extending ripples of impact to others in the communities we serve with those values in mind. In addition to volunteer activities, the Company provides monetary support to various nonprofit organizations. In 2021, the Company contributed over $448,000 in philanthropy, fundraising, and in-kind donations for causes and sponsorships nationwide, exceeding our goal of $350,000. In addition, team members are actively involved in the Company’s philanthropic decisions through a team-led committee, an annual philanthropy survey, and quarterly “Jeans Week” drives with charitable recipients chosen from team-nominated organizations nationwide.

We provide quarterly volunteer opportunities to our team members in support of a rotating host of nonprofit organizations. Our team has also collaborated on service projects with our management and leasing partners across the country at our annual Management Summit event, going above and beyond a typical landlord-tenant relationship by taking an active role in enhancing the health care experience of patients, providers, and their communities. Our social efforts are also highlighted by our “DOC Cares” VTO program, which provides time off with pay for full-time team members to support volunteer community service projects. The VTO program is independent of any company-sponsored volunteer opportunities, and projects must be committed to a 501(c)(3) nonprofit organization or school. In 2021, team and individual volunteer initiatives totaled 695 hours, surpassing our goal of 550 hours.

SHAREHOLDER OUTREACH AND ENGAGEMENT

COMMITMENT TO ACTIVE ENGAGEMENT WITH OUR SHAREHOLDERS

Shareholder views regarding matters affecting our Company are important to our Board. We employ a year-round approach to engagement that includes proactive outreach, as well as responsiveness to targeted areas of focus.

OUR APPROACH

Who

• Shareholders

• ESG Rating Firms

• Fixed-Income Investors

• Proxy Advisory Firms

• Prospective Shareholders

• Thought Leaders

When & How

• Year-round

• Additional targeted outreach ahead of annual meetings

• In-person or virtual meetings

• Teleconferences and phone calls

• Conferences

Approach

• Targeted outreach and open lines of communication for inbound inquiries

• Led by our officers who meet regularly with stakeholders

• Feedback provided to Board throughout the year from these interactions and on other key areas of focus

POLICIES AND PROCEDURES FOR COMMUNICATIONS TO BOARD OF TRUSTEES

Shareholders and other interested parties may communicate directly with any member (or all members) of the Board (including the trustee that presides over the executive sessions of non-management trustees), or the non-management trustees as a group, any Board committee or any chair of any such committee by mail. To communicate with the Board, any individual trustee or any group or committee of trustees, correspondence should be addressed to the Board or any such individual trustee or group or committee of trustees by either name or title. All such correspondence should be sent by mail to Physicians Realty Trust, Board of Trustees c/o the Office of the Secretary, 309 N. Water Street, Suite 500, Milwaukee, WI 53202.

The Secretary, or in his or her absence, another Company officer, will open all communications received for the sole purpose of determining whether the contents represent a message to the trustees. All correspondence that is not in the nature of advertising, promotions of a product or service, or is not trivial, irrelevant, unduly hostile, threatening, illegal, patently offensive, or similarly inappropriate will be forwarded promptly to the addressee.

If correspondence reflects a complaint or concern that involves (i) accounting, internal accounting controls, and auditing matters, (ii) possible violations of, or non-compliance with, applicable legal and regulatory requirements, (iii) possible violations of the Company’s code of business conduct and ethics or (iv) retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint, the correspondence will be forwarded to the Chairman of the audit committee.

If no particular trustee is named, such communication will be forwarded, depending on the subject matter, to the Chairman of the audit committee or the Chairman of the nominating and corporate governance committee, as appropriate.

This policy is set forth in our corporate governance guidelines, a copy of which is available in the "Investors" section of our website (www.docreit.com) under “Governance Documents.”

Non-Employee Trustee Compensation

Trustees who are also employees of the Company receive no additional compensation for serving on the Board of Trustees. For fiscal 2021, each of our non-employee trustees received an annual cash retainer of $60,000. Our lead independent trustee serves as Chairman of the Board and received an additional annual cash retainer of $65,000. The Chair of the audit committee received an additional annual cash retainer of $40,000, and the Chairs of the compensation committee, nominating and corporate governance committee, and finance and investment committee, respectively, received an additional annual cash retainer of $20,000. These retainer amounts are the same as the retainers granted to non-employee trustees in 2020.

For fiscal 2021, each of our non-employee trustees, other than the Chairman of the Board, received equity-based compensation with a value of $100,000. The Chairman of the Board received equity-based compensation with a value of $150,000. The equity-based compensation paid to our non-employee trustees in 2021 consisted of time-based restricted stock units granted pursuant to our 2013 Equity Plan, as amended and restated and approved by our shareholders (the "Equity Plan"). Restricted stock units granted to our non-employee trustees generally vest in two equal annual installments, beginning on the first anniversary of the grant date. On average, 73% of the compensation paid to our non-employee trustees is equity-based compensation.

Beginning with fiscal year 2021, trustees had the option to elect to receive all or a portion of the trustee's cash retainer in the form of a restricted stock unit award equal to 1.25 times the amount of the foregone cash amount. The restricted stock unit award vests one year from the grant date.

The following table sets forth the compensation earned by each non-employee trustee for service during our fiscal year ended December 31, 2021.


Name (1)	Fees Earned or Paid in Cash ($) (2)	Stock Awards ($) (3)(4)		Dividend Equivalents ($) (5)	Total ($)
Tommy G. Thompson	125,000	150,000		11,288	286,288
Albert C. Black, Jr.	80,000	120,000	(6)	12,695	212,695
Richard A. Weiss	80,000	120,000	(6)	12,695	212,695
Mark A. Baumgartner	100,000	100,000		7,527	207,527
Stanton D. Anderson	80,000	100,000		7,527	187,527
Pamela J. Kessler	60,000	107,500	(6)	9,465	176,965
William A. Ebinger, M.D.	60,000	100,000		7,527	167,527

(1) Each of our non-employee trustees had time-based restricted stock units outstanding as of December 31, 2021. Such amounts were 8,401 for Messrs. Black, Weiss, Anderson, Baumgartner, Dr. Ebinger, and Ms. Kessler, and 12,602 for Governor Thompson.

(2) Represents the cash portion of the annual board fees and chair fees. Retainers were paid in cash, except for Mr. Black and Mr. Weiss who each received their entire cash retainer, and Ms. Kessler who received a portion of her cash retainer, in the form of restricted stock units equaling 1.25 times the amount of the foregone cash amount (5,618, 5,618, and 2,107 restricted stock units, respectively) under our Equity Plan. These restricted stock units vested one year from the grant date.

(3) Represents the aggregate grant date fair value of time-based restricted stock units computed in accordance with FASB ASC Topic 718. These amounts reflect the Company’s accounting expense for these awards, and do not correspond to the actual value, if any, that will be recognized by the non-employee trustees upon vesting.

(4) Each of our non-employee trustees, other than Governor Thompson, received a grant of 5,811 time-based restricted stock units and Governor Thompson received a grant of 8,716 time-based restricted stock units (collectively, the “Trustee Awards”). The Trustee Awards were granted pursuant to our Equity Plan. The Trustee Awards vest in two equal installments on the first and second anniversary of the date of grant.

(5) Represents the dollar value of dividends accrued on restricted stock units for the quarterly periods ended March 31, 2019 through December 31, 2021, each of which is payable subject to the terms of the award.

(6) Also includes an amount equal to 25% of the amount of the foregone cash retainer pursuant to the election made by each of Mr. Black, Mr. Weiss, and Ms. Kessler.

AUDIT COMMITTEE MATTERS



PROPOSAL 2 Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm

The audit committee has appointed the firm of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for fiscal 2022. EY has served as the Company’s independent registered public accounting firm since 2014. The audit committee believes that the continued retention of EY as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. Representatives of EY are expected to be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions.

REQUIRED VOTE

Ratification of the selection of EY as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 requires the affirmative vote of a majority of all of the votes cast on Proposal 2 at the Annual Meeting or by proxy. Votes cast do not include abstentions, and therefore, abstentions will not affect the outcome of the vote, although they will be considered present for the purpose of determining the presence of quorum. Because brokers are entitled to vote on Proposal 2 without specific instructions from beneficial owners, there will be no broker non-votes on this matter. You may vote “FOR”, “AGAINST” or “ABSTAIN.”

Shareholder ratification of the selection of EY as the Company’s independent registered public accounting firm is not required by the Company’s bylaws or otherwise. However, the Board is submitting the selection of EY to the shareholders for ratification as a matter of corporate practice. If the shareholders fail to ratify the selection, the audit committee will reconsider whether or not to retain EY. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the audit committee determines that such a change would be in the best interests of the Company and its shareholders.


			The Board recommends a vote “ FOR ” ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2022.

Selection and Engagement of Independent Registered Public Accounting Firm

The audit committee annually reviews EY’s performance and independence in deciding whether to engage a different independent registered public accounting firm. In the course of these reviews, the Committee considers, among other things:

• EY’s independence from the Company and management, including any factors that may impact EY’s objectivity

• The experience, qualifications, and performance of EY's senior personnel that are providing audit services to the Company

• Any issues raised by the most recent internal quality-control review, peer review or Public Company Accounting Oversight Board’s (“PCAOB”) review of EY

• The quality and candor of EY’s communications with the Committee and management

• EY’s quality control procedures

• The quality and effectiveness of EY’s historical and recent audit plans and performance on our audit

• The fees for EY's services

• The advisability and potential impact of selecting a different independent public accounting firm

Following this review, the audit committee believes that EY’s continued engagement as our independent registered public accounting firm for fiscal 2022 is in the best interests of the Company.

Audit Committee Pre-Approval Policies and Procedures

Under the audit committee charter, audit and permissible non-audit services performed by the Company’s independent registered public accounting firm must be approved in advance by the audit committee. The term of any pre-approval is 12 months from the date of pre-approval, unless the audit committee specifically provides for a different period. In addition, individual engagements anticipated to exceed pre-established thresholds, as well as certain other services, must be specifically pre-approved by the audit committee. Under the audit committee charter, the audit committee may delegate pre-approval authority to one or more designated members of the audit committee provided that such approvals are presented to the audit committee at a subsequent meeting. All services provided by the Company's independent registered public accounting firm for the years ended December 31, 2021 and 2020 were pre-approved in accordance with the policies and procedures described above.

Fees Paid to Independent Registered Public Accounting Firm

The aggregate fees billed for professional services by EY in fiscal 2021 and 2020 were as follows:


Fees	Fiscal 2021 (Ended December 31, 2021) ($)	Fiscal 2020 (Ended December 31, 2020) ($)
Audit Fees	950,000	828,000
Audit Related Fees	67,500	0
Tax Fees	339,800	314,000

Total Fees	1,357,300	1,142,000

Audit Fees. The aggregate fees billed for professional services rendered by EY for the audit of the Company’s consolidated and combined financial statements included in the Company’s annual report, review of financial statements included in Form 10-Qs, audit of management’s assessment of internal controls, and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements, were approximately $950,000 and $828,000 for the years ended December 31, 2021 and December 31, 2020, respectively.

Audit Related Fees. The aggregate fees billed for assurance and related services by EY that are reasonably related to the performance of the audit or review of the Company’s consolidated and combined financial statements and are not reported under “Audit Fees” above were approximately $67,500 and $0 for the years ended December 31, 2021 and December 31, 2020, respectively. Audit related services included services for matters such as audits of equity offerings, acquisitions, and other domestic services.

Tax Fees. The aggregate fees billed for professional services rendered by EY for tax compliance, tax advice and tax planning were approximately $339,800 and $314,000 for the years ended December 31, 2021 and December 31, 2020, respectively. Tax related

services included preparation and review of tax returns and consultation related to tax strategies and planning, compliance, and state and local tax regulatory matters.

Report of the Audit Committee

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the Securities and Exchange Commission, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended.

The following is the report of the audit committee with respect to the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K for that year.

Each member of the audit committee is “independent” based on the NYSE’s listing rules and each member also satisfies the additional requirements of the SEC for members of audit committees. The role of the audit committee is to oversee our financial reporting process on behalf of the Board of Trustees. Our management has the primary responsibility for our financial statements as well as our financial reporting process, principles, and internal controls. The independent registered public accounting firm is responsible for performing an audit of our financial statements and expressing an opinion as to the conformity of such financial statements with U.S. general accepted accounting principles.

The audit committee has reviewed and discussed with management of the Company these audited financial statements, including the quality and acceptability of the financial reporting and controls of the Company.

The audit committee has discussed with the Company’s independent registered public accounting firm, Ernst & Young LLP (“EY”), the matters required to be discussed by Auditing Standard No. 1301, as adopted by the Public Company Accounting Oversight Board, or any successor rule.

The audit committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence. In addition, the audit committee has discussed with EY its independence and has considered the compatibility of non-audit services with EY’s independence.

The audit committee discussed with EY the overall scope and plans for the audit. The audit committee meets periodically with EY, with and without management present, to discuss the results of their examinations, their evaluations of internal controls and the overall quality of the financial reporting of the Company, prior to the issuance of the financial statements.

Based on the review and discussions referred to above in this report, the audit committee recommended to the Company’s Board of Trustees that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee
of the Board of Trustees

Mark A. Baumgartner, Chairman

Stanton D. Anderson

Pamela J. Kessler

EXECUTIVE OFFICERS

The following are biographical summaries of the experience of our executive officers as of March 1, 2022 other than John T. Thomas, the Company’s President and Chief Executive Officer, who is nominated for election as a trustee and whose biographical information is found under the heading “Biographies of Trustees.”



Executive Vice President -Chief Financial Officer Age: 48			Jeffrey N. Theiler • Executive Vice President - Chief Financial Officer of the Company since July 2014 • Equity Research Analyst of Green Street Advisors specializing in Health Care REITS from 2010 to 2014 • Vice President and Associate in the real estate investment banking divisions of Bank of America Securities and Lehman Brothers from 2003 to 2008 • Graduate of University of North Carolina at Chapel Hill’s Kenan-Flagler Business School, with an M.B.A. in Corporate Finance • Graduate of Tulane University, with an M.S.P.H. in Environmental Science • Graduate of Vanderbilt University, with a B.S. in Biology



Executive Vice President -Chief Investment Officer Age: 65			D. Deeni Taylor • Executive Vice President - Chief Investment Officer of the Company since January 2017 • Executive Vice President - Investments of the Company from October 2015 to December 2016 • Executive Vice President of Indianapolis based Duke Realty, Inc. (NYSE:DRE) from 2006 to 2015, helping to lead Duke’s health care team • 25-year hospital career prior to a career in health care real estate • Executive Vice President and Chief Strategy Officer of St. Vincent Health, an Ascension Health ministry including 16 hospitals serving central Indiana, from 2000 until 2006 • President of UNITY Health Management Services in Birmingham, Alabama from 1997 to 2000 • Vice President of Planning and Marketing of Ascension’s St. Vincent’s Hospital in Birmingham, Alabama from 1992 to 1997 • Vice President Ancillary Services of St. Joseph Hospital in Augusta, Georgia from 1982 to 1992 • Graduate of Purdue University, with a B.S. in Pharmacy • Graduate of Central Michigan University, with a Masters in Science Administration • Member of ULI and serves on their Health Care and Life Science Council in a leadership position • A past Diplomat in American College of Healthcare Executives • Served on Peyton Manning’s PeyBack Foundation from 2001 to 2017



Executive Vice President - Asset Management Age: 38			Mark D. Theine • Executive Vice President - Asset Management of the Company since February 2019 • Senior Vice President - Asset and Investment Management of the Company from July 2013 to February 2019 • Oversees the asset management, operations, sustainability, marketing, and leasing teams providing hospital and physician clients with high-quality management services and creating strategies to maximize property and portfolio value • Employed by B.C. Ziegler and Company as an officer of the Ziegler Healthcare Real Estate Funds from September 2005 to July 2013 and was responsible for evaluating investment opportunities, assisting in the daily asset management of all investments, overseeing third party property management and leasing, and monitoring actual property performance • Additional responsibilities for the Ziegler Healthcare Real Estate Funds included identifying new investment opportunities as well as assisting with due diligence and financing arrangements for each investment • Graduate of Northwestern University - Kellogg School of Management, with an Executive M.B.A. • Graduate of the University of Wisconsin - Milwaukee, finishing summa cum laude with a B.B.A. in Finance and Accounting • Board Member of the Children’s Wisconsin Foundation • Serves on the Nashville Health Care Council COVID-19 Readiness Team • Honored as a 2021 GlobeSt Real Estate Forum CRE’s Best Bosses awardee as well as a Fifty Under 40 Professional • Recognized as one of the “16 People to Know in Commercial Real Estate” by the Milwaukee Business Journal



Chief Accounting and Administrative Officer Age: 60			John W. Lucey • Chief Accounting and Administrative Officer of the Company since February 2019 • Senior Vice President - Chief Accounting and Administrative Officer of the Company from May 2016 to February 2019 • Senior Vice President - Principal Accounting and Reporting Officer of the Company from July 2013 to April 2016 • More than twenty-five years of public company financial experience, of which more than fifteen have been in the real estate and health care industries • Director of Financial Reporting for Assisted Living Concepts, Inc. (now known as Enlivant), a senior housing operator with over 200 locations in 20 states and annual revenues of approximately $230 million, from 2005 to July 2013 • Manager of Financial Reporting for Case New Holland from 2003 to 2005 • Division Controller at Monster Worldwide from 2001 to 2003 • Director of Financial Reporting for Alterra Healthcare Corporation (now Brookdale Living Communities, NYSE: BKD) from 1996 to 2001 • Graduate of St. Louis University, with an M.B.A. in Finance • Graduate of the University of Wisconsin - Madison, with a B.S. in Accounting • A Certified Public Accountant (CPA) licensed in the State of Wisconsin



Senior Vice President - Controller Age: 43			Laurie P. Becker • Senior Vice President - Controller of the Company since February 2019 • Vice President, Controller of the Company from January 2016 to February 2019 • Controller of the Company from June 2015 to December 2015 • Oversees the Company's Corporate Accounting and Property Accounting Departments, including managing SEC reporting, SOX compliance, and monthly and quarterly consolidation • Controller of Koss Corporation (NASDAQ: KOSS) from February 2010 to June 2015, brought on to help lead the company through a significant restatement • More than 15 years of corporate controllership experience • Over 20 years of accounting experience, starting in Big 4 public accounting • Graduate of Marquette University, finishing Beta Gamma Sigma with an Executive M.B.A. • Graduate of the University of Wisconsin – Madison, with a B.B.A. in Accounting and Risk Management • A Certified Public Accountant (CPA) licensed in the State of Wisconsin



Senior Vice President - Asset Management Age: 59			W. Mark Dukes • Senior Vice President - Asset Management of the Company since March 2022 • Chair and Chief Elected Officer of the Building Owners and Managers Association (BOMA) International for the 2021 - 2022 association year • Vice President, Asset Management of the Company from February 2016 to December 2021 • Oversees operations of the Company's 36-state health care portfolio, including asset management, property management, client relations, and customer satisfaction • Vice President, Regional Asset Management for Duke Realty from May 2006 to February 2016 where he was responsible for overseeing Duke Realty’s health care portfolio totaling over 6.5 million square feet in 16 states • Vice President, Property Management for Carter & Associates from March 1991 to May 2006 • Former President of BOMA Georgia and served two terms on the Southern Region Board of Directors • Graduate of the Moore School of Business at the University of South Carolina, with a B.B.A. in Marketing • A Certified Commercial Investment Member (CCIM) licensed since 2013 • A Real Property Administrator (RPA) certification from BOMA.



Senior Vice President - Leasing & Physician Strategy Age: 40			Amy M. Hall • Senior Vice President - Leasing & Physician Strategy of the Company since January 2021 • Vice President, Leasing of the Company from July 2016 to January 2021 • Vice President, Office Properties of CBRE (NYSE: CBRE) from July 2012 to July 2016 • Vice President of Business Development, 4UMD from July 2011 to July 2012 • Senior Associate at CBRE (formerly CB Richard Ellis \| Louisville) from February 2007 to July 2011 • Associate at Cushman Wakefield Commercial Kentucky from 2005 to 2007 • Over 15 years of diversified strategic leasing and management experience in real estate • Graduate of Miami University Richard T. Farmer School of Business, with a B.A. in Marketing and Organizational Management • A Certified Commercial Investment Member (CCIM) Designee since 2007 • Member of the March of Dimes Commercial Reach Board • Hall of Fame Distance Swimmer at Sacred Heart Academy and Miami University, and named a Kentucky Woman of the Year



Senior Vice President - Deputy Chief Investment Officer Age: 57			Daniel M. Klein • Senior Vice President - Deputy Chief Investment Officer of the Company since January 2017 • Executive Vice President of Healthcare Trust of America, Inc. from January 2016 to March 2016 • Employed by Welltower Inc. (formerly Health Care REIT, Inc.) from January 2010 to December 2015, most recently as a Senior Vice President, and was responsible for the leadership, management, and execution of business development, origination, and investment efforts for the company’s Outpatient Medical Group • Co-founder and President of The Reichle Klein Group, from January 1994 to January 2010, which subsequently evolved into the Toledo affiliate office of CB Richard Ellis • Managing Director of Asset Services of The Reichle Klein Group, responsible for the Asset Services business line, including all aspects of business development, client relationships, execution, and administration of the company’s asset services, property management, project management, and maintenance operations • General Counsel of Romanoff Electric Corp. from 1992 to 1993 • Associate specializing in real estate law at Shumaker, Loop & Kendrick, LLP from 1990 through 1992 • Graduate of the University of Toledo College of Law • Graduate of the University of Virginia, with a B.S. • Member of the Healthcare Real Estate Insights Advisory Board • Member of the Advisory Board of Revista • Member of the Advisory Board of the Medical University of South Carolina Storm Eye Institute



Senior Vice President -General Counsel Age: 61			Bradley D. Page • Senior Vice President - General Counsel of the Company since February 2015 • President of Davis & Kuelthau, s.c., from 2014 to 2015, managing the law firm operations for over 150 attorneys, other professionals, and staff in 5 offices located throughout the state of Wisconsin. • Attorney and shareholder of Milwaukee-based law firm Davis & Kuelthau, s.c. from 1995 to January 2015, representing businesses, including the Company, in all areas of commercial real estate, commercial lending, and development transactions, as well as general corporate matters. • Private practice included acquisition, development, leasing and sales of health care, retail, office, multifamily and industrial properties • Extensive experience drafting and negotiating contracts, leases, organizational documents, real estate documents, financing documents and other agreements with national retail tenants, health care providers, financial institutions, municipalities, and owners of real property • Graduate of the University of Wisconsin Law School • Graduate of the University of Michigan, with a B.B.A. • Retired from the United States Army Reserve in 2004 as a lieutenant colonel in the Judge Advocate General’s Corps

See “Executive Compensation” for additional information regarding the NEOs of the Company.

EXECUTIVE COMPENSATION



PROPOSAL 3 Approval on a non-binding advisory basis of the compensation paid to the Company’s named executive officers

The Board recognizes the interests our investors have in the compensation of our NEOs. In recognition of that interest and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, we are providing our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with SEC rules.

The compensation committee of the Board periodically reviews the compensation programs for our NEOs to ensure they align our executive compensation programs with our shareholders’ interests and current market practices. As described in detail in the “Compensation Discussion and Analysis” section of this proxy statement, our compensation programs are pay-for-performance based, and are designed to align our executives’ interests with our shareholders’ interests. We believe that our compensation programs, with their balance of short-term incentives (including cash bonus awards) and long-term incentives (including equity awards that vest over a period of years) reward sustained performance that is aligned with long-term shareholder interests.

This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our NEOs and the philosophy, policies, and practices described in this proxy statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed in this proxy statement pursuant to SEC rules, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED.”

REQUIRED VOTE

Approval of the advisory vote on executive compensation requires the affirmative vote of a majority of the votes cast on Proposal 3 at the Annual Meeting or by proxy. Votes cast do not include abstentions or broker non-votes, and therefore, abstentions and broker non-votes will not affect the outcome of the vote, although they will be considered present for the purpose of determining the presence of quorum. As an advisory vote, the result will not be binding on the Board or the compensation committee. The say-on-pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies, and practices, which the compensation committee will review and consider when considering our executive compensation program.


			The Board recommends a vote “ FOR ” the approval of the advisory vote on our executive compensation as discussed in this proxy statement.



PROPOSAL 4 Approval on a non-binding advisory basis of the frequency of casting future votes on the compensation paid to the Company’s named executive officers

The Dodd-Frank Act and Section 14A of the Exchange Act enable our shareholders to indicate, at least once every six years, how frequently we should seek a non-binding vote on the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules, such as Proposal 3 above. In addition to providing shareholders with the opportunity to cast a non-binding, advisory vote on executive compensation, this year we are providing shareholders with an advisory vote on whether the advisory vote on executive compensation should be held every one, two or three years.

While our compensation strategies are related to both short-term and longer-term business performance and outcomes, compensation decisions are made annually. An annual advisory vote on named executive officer compensation will provide us with more frequent feedback on our compensation decisions and named executive officer compensation programs. The Board has determined that holding an advisory vote on named executive officer compensation every year is the most appropriate policy for us at this time, and recommends that shareholders vote for future advisory votes on named executive officer compensation to occur each year.

REQUIRED VOTE

The affirmative vote of a majority of the votes cast on Proposal 4 at the Annual Meeting or by proxy is required for approval of one of the alternatives of every year, every two years or every three years on the frequency of the advisory vote on executive compensation. Votes cast does not include abstentions or broker non-votes, and therefore, abstentions and broker non-votes will not affect the outcome of the vote, although they will be considered present for the purpose of determining the presence of quorum. As an advisory vote, the result will not be binding on the Board and the compensation committee. However, the Board and the compensation committee will consider the outcome of the shareholder vote, along with other relevant factors, in determining the frequency of the advisory say-on-pay vote.


			The Board recommends a vote “ FOR ONE YEAR ” as the desired frequency of the advisory vote on executive compensation under the say-on-pay rules.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation paid to our NEOs, provides information about the goals and key elements of our executive compensation program, and discusses the objectives behind the compensation decisions for our NEOs made by the compensation committee of the Board. This section focuses on the 2021 compensation program applicable to our NEOs who are listed below and appear in the Summary Compensation Table of this proxy statement:

John T. Thomas
President and Chief Executive Officer

Jeffrey N. Theiler
Executive Vice President - Chief Financial Officer

D. Deeni Taylor
Executive Vice President - Chief Investment Officer

Mark D. Theine
Executive Vice President - Asset Management

John W. Lucey
Chief Accounting and Administrative Officer

EXECUTIVE SUMMARY

EXECUTIVE COMPENSATION PRINCIPLES

Our executive compensation program is designed to attract, motivate and retain our executives, including our NEOs, each of whom is critical to our long-term success. Our executive compensation program is based upon and reflects three core principles:


			Compensation is significantly performance-based			We provide a competitive total compensation package with payouts dependent upon the degree to which performance measures are met or exceeded. We regularly review our performance measures to ensure that they provide a balanced assessment of overall Company performance.
			Compensation is designed to attract and retain effective leadership			We regularly benchmark our compensation programs against the competitive market, and compare both fixed and variable compensation that is tied to short- and long-term performance goals to similar compensation of our competitors. We use the results of this analysis as context when making compensation adjustments.
			Executive officer compensation goals are aligned with shareholder interests			Long-term equity awards, including awards that vest based on performance over multiple years, align management’s interests with those of our shareholders. In order to emphasize long-term shareholder returns, we require significant stock ownership among executives through the use of stock ownership guidelines.

Our compensation committee, which is comprised solely of independent trustees, is responsible for oversight of our executive compensation program and determines the compensation paid to our executive officers, including the type and amounts of total compensation paid or awarded to our NEOs. The compensation committee reaches decisions on executive compensation using input from a variety of sources, including an independent compensation consultant. A significant portion of our executives’ compensation is performance-based, which we believe ensures that a substantial portion of the compensation of our NEOs is directly aligned with our shareholders’ interests and the three core principles outlined above.

2021 FINANCIAL AND OPERATIONAL HIGHLIGHTS

$1.03 billion

$971.5 million

$34.9 million

$19.3 million

Total investment activity**

2nd largest in DOC history

24 properties acquired in 13 states, a 23% increase in MOB portfolio

Total loan activity

Investment in joint venture**

**Investment activity includes $12.0 million of unconsolidated joint venture debt


Cumulative Total Return

Our stock price has increased from $11.50 at the time of our initial public offering in July 2013 to $18.83 as of December 31, 2021. In addition, we have paid a quarterly dividend of $0.225 on shares of our common stock each quarter beginning with the quarter ended December 31, 2013 through March 31, 2017 and a quarterly dividend of $0.230 on shares of our common stock each quarter beginning June 30, 2017 through December 31, 2021. Cumulative total return of an investment in our common shares has outperformed both the MSCI US REIT Index (RMS) and the FTSE EPRA/NAREIT North American Healthcare Index from the date of our initial public offering through December 31, 2021.



Total Health Care Properties	Total Portfolio Gross Leasable Area (sq. ft.)	Total Percent of Portfolio Leased	Percent of GLA On-Campus / Affiliated	Weighted average remaining lease term (years)
279	15,591,533	95%	90%	6.3

We have grown our portfolio of gross real estate investments from approximately $124 million at the time of our initial public offering in July 2013 to approximately $5.7 billion as of December 31, 2021. As of December 31, 2021, our portfolio consisted of 279 health care properties with approximately 15,591,533 net leasable square feet, which were approximately 95% leased with a weighted average remaining lease term of approximately 6.3 years. As of December 31, 2021, approximately 90% of the net leasable square footage of our portfolio was either on campus with a hospital or other health care facility or strategically affiliated with a hospital or other health care facility.

2021 EXECUTIVE COMPENSATION DECISIONS AND ACTIONS

Pay Mix

Fiscal 2021 Elements

CEO

Pay Mix

Average other NEO Pay Mix

Description and Metrics

Base Salary and Other

Performance-Based
Annual Incentive

Restricted Stock

Performance-Based
Long-Term Incentive


Performance-Based Compensation		At-Risk Compensation (1)
CEO Pay Mix	Avg other NEO Pay Mix	CEO Pay Mix	Avg other NEO Pay Mix
63%	58%	81%	76%

(1) Includes performance-based annual cash incentive awards, restricted stock awards, subject to time-vesting requirements and performance-based long-term equity incentive awards.

2021 Compensation Changes

During 2021, we made certain changes to our compensation program for NEOs, including the following:

• Increased base salary for one of our NEOs in 2021; and

• Changed one of the performance metrics under the 2021 annual incentive award.

Compensation Committee Decisions and Actions in Response to COVID-19

Early in the onset of the COVID-19 pandemic, the executive compensation program was evaluated to determine if the program remained relevant in light of the pandemic, including whether any of the metrics under the short-term incentive plan or the long-term incentive awards should be adjusted to reflect possible anticipated effects of the pandemic to incentivize management’s performance. The compensation committee decided that no adjustments should be made in 2021 to the structure of the short-term and long-term incentive plans to address the COVID-19 pandemic. In addition, after review of the Company’s performance during the pandemic, the compensation committee determined that no discretionary adjustments to the final payouts under the 2021 short-term incentive plan or the 2019 performance share units that vested following the three-year performance period ended December 31, 2021 were warranted, which were determined, in each case, based on pre-pandemic performance expectations. The compensation committee concluded that these incentive awards remained strongly aligned with the Company’s performance-based objectives and consistent with our shareholders' interests.

COMPENSATION DESIGN AND PHILOSOPHY

COMPENSATION BEST PRACTICES

The compensation committee and management periodically review the compensation and benefit programs for executives and other employees to align them with the three core principles discussed above. Additionally, we benchmark both compensation and Company performance against peer companies in our industry in evaluating the appropriateness of our compensation. We have implemented a number of measures in an effort to align the interests of the Company’s executives with those of our shareholders, while also driving performance and achievement of long-term goals. Some highlights of our executive compensation program include the following best practices and features:

What We Do

What We Do Not Do

• Link annual incentive compensation to the achievement of pre-established corporate and individual performance goals;

• Provide our long-term compensation in the form of performance-based restricted stock units;

• Balance short-term and long-term incentives;

• Cap payouts for short-term and long-term incentive awards;

• Align executive compensation with shareholder returns through long-term incentives;

• Use appropriate peer groups when establishing compensation;

• Maintain stock ownership guidelines;

• Include clawback provisions in employment agreements with our NEOs and in our bonus plan;

• Include “double-trigger” change in control provisions in employment agreements with our NEOs;

• Conduct an annual compensation risk assessment of our compensation policies and practices; and

• Use an independent compensation consultant.

• Provide tax gross-ups for executive officer compensation;

• Provide extensive perquisites to our executive officers;

• Guarantee salary increases, bonuses or equity grants; or

• Allow for “single-trigger” change in control cash payments.

PROCESS OF SETTING EXECUTIVE COMPENSATION

Participants in the Compensation Process

Our executive compensation program is administered and overseen by our independent compensation committee with assistance from our executives and an independent compensation consultant retained by the committee. Generally, the amount and composition of compensation paid to our executives is determined by analyzing, among other things, compensation data and pay practices from our peer group, as well as our own performance and financial and strategic goals. In addition, the compensation committee solicits the opinions of various constituents discussed below, as we believe feedback from varying perspectives serves the best interests of our shareholders in setting effective compensation standards and goals.

Role of the Compensation Committee

The compensation committee approves the compensation of each of our executive officers, including the NEOs listed in the Summary Compensation Table of this proxy statement. Additionally, the compensation committee approves the grant of the long-term incentive awards and other equity awards, and the funding of annual cash-based incentive awards. The compensation committee and the Board have authority to grant equity awards to executive officers.

The compensation committee regularly reviews the Company’s executive compensation and benefits policies, programs, and practices and monitors applicable new rules and evolving best practices concerning executive compensation. The compensation committee may delegate its authority to a subcommittee or to one or more officers of the Company to the extent consistent with its charter and the Company’s declaration of trust, bylaws, and applicable law and NYSE rules. However, the compensation committee may not delegate any of its responsibilities relating to the review and approval of the Chief Executive Officer’s compensation or the compensation philosophy of the Company, or any matters that involve executive compensation or any matters where compensation is intended to be exempt from Section 16(b) under the Exchange Act pursuant to Rule 16b-3 by virtue of being approved by a committee of non-employee trustees.

Compensation committee meetings are regularly attended by committee members and are attended by our Chief Executive Officer. Meetings may be attended by other executives and advisors as appropriate. The compensation committee also meets in executive sessions without members of management present. The Chairman of the compensation committee reports to the Board on the compensation committee’s decisions concerning, among other things, compensation of the executive officers.

The compensation committee also reviews and discusses with management this Compensation Discussion and Analysis section of the proxy statement and reaches a determination, on an annual basis, whether to recommend to the Board that this Compensation Discussion and Analysis section of the proxy statement be included in the Company’s annual proxy statement or annual report on Form 10-K, as required by the SEC. The compensation committee is also responsible for overseeing any clawback policy of the Company relating to executive compensation and shareholder advisory votes with respect to executive compensation matters, including non-binding advisory votes on executive compensation, the frequency of such votes, and votes on “golden parachute” payments.

Role of the Compensation Consultant

The compensation committee retains its own independent compensation consultant who reports directly to the committee. The independent compensation consultant’s engagement includes reviewing and advising on material aspects of the Company’s executive officer compensation, including base salaries, annual incentives and equity compensation. Since 2014, the compensation committee has engaged the services of Ferguson Partners Consulting (“FPC”), formerly Ferguson Partners Limited ("FPL"), as its independent compensation consultant. During fiscal 2021, FPC provided the following executive compensation consulting services to the compensation committee:



• Assist with the benchmarking and analysis of the compensation for the Company’s executive officers; • Assist with the development and analysis of peer group companies for comparison of executive officers compensation; • Discuss the mix of compensation components for each executive position; • Provide commentary and information regarding the overall executive compensation program; and • Provide benchmarking and information on trustee compensation.

From time to time, FPC communicates with our Chief Executive Officer and other executive officers to discuss different elements and weightings of compensation and best practices and trends in executive compensation. Outside of meetings, FPC also communicates with the Chairman of the compensation committee concerning executive compensation matters.

While the compensation committee considers the compensation consultant’s input and advice, it uses its own independent judgment in making final decisions concerning compensation paid to the NEOs. The compensation committee has the full authority to retain and terminate the services of the compensation consultant as it deems necessary or appropriate.

The compensation consultant does not provide any other services to the Company. After reviewing information provided by the compensation consultant regarding its independence and considering the relevant independence factors pursuant to applicable SEC rules and NYSE guidelines, the compensation committee determined that no conflicts of interest existed in connection with the services the compensation consultant performed for the Company in 2021.

Role of the Chief Executive Officer

Our Chief Executive Officer participates in the compensation determination process by consulting with the Board and the compensation committee on matters related to compensation, and by making compensation recommendations for the executive officers. These recommendations are based upon information provided by FPC, the Chief Executive Officer’s assessment of each

executive officer’s performance and contributions to the Company’s performance, and other considerations including employee retention. The compensation committee considers this information, but approves and ultimately determines, based on its own independent judgment, the amounts payable to the executive officers.

Summary of the Annual Compensation Decision-Making Process

Background

Our Board established the compensation committee to carry out the Board’s responsibilities to administer our compensation programs. The compensation committee has decision-making authority for the compensation of our NEOs and has independent authority to engage outside consultants and obtain input from external advisers, as well as our management team or other employees, in determining executive compensation. The compensation committee may retain any independent counsel, experts or advisors that it believes to be desirable and appropriate. The compensation committee may also use the services of the Company’s regular legal counsel or other advisors to the Company. The compensation committee undertakes an independence assessment prior to retaining or otherwise selecting any counsel, compensation consultant, expert or other advisor that will provide advice to the committee. In conducting this independence assessment, the compensation committee considers factors that may be required to be considered under applicable NYSE rules from time to time, as well as best practices in this area. On at least an annual basis, the compensation committee evaluates whether any work performed by any compensation consultant raised any conflict of interest.

Compensation Decision-Making Process

Each year, the Chief Executive Officer meets with the compensation committee to review the Company’s performance for the year and to discuss qualitative and quantitative performance objectives related to compensation of the executive officers. These discussions include the Chief Executive Officer’s assessment of each executive’s impact on overall Company performance, as well as each executive’s achievements during the year. Separately, the Chief Executive Officer meets with the Board and, in addition to the topics discussed with the compensation committee, provides his assessment of the highlights and challenges from the year and summarizes company performance. The Chairman of the compensation committee then leads an executive Board session during which the non-executive trustees evaluate the Company’s and the Chief Executive Officer’s performance.

From August through the following February of each year, the Chief Executive Officer, using information compiled and supplied by the independent compensation consultant, including peer group compensation information, presents compensation recommendations for the executive officers to the compensation committee for review and discussion. The compensation committee then assesses the Chief Executive Officer’s and each executive officer’s performance, using the information provided, including the input from the Board and benchmarking and other information provided by the independent compensation consultant, to determine the Chief Executive Officer’s and each other executive officer’s total target direct compensation for the ensuing year and the annual incentive payout amount for the most recently completed fiscal year. In connection with the discussions described above, the compensation committee uses the input from the above meetings to select the Company’s peer group and determine each executive officer’s total target compensation package for the ensuing year, including base salary, annual incentive target, long-term incentive award targets and equity awards. The compensation committee discusses its decisions regarding the compensation of the executive officers with the Board. In general, the compensation committee does not consider any previous awards when determining the compensation of the executive officers.

Peer Group and Competitive Positioning

The compensation committee, with input and recommendations from the Company’s independent compensation consultant, establishes the Company’s peer group on an annual basis. The compensation committee uses the peer group for compensation benchmarking and general comparison purposes. The peer group comprises companies selected on various criteria including criteria recommended by the independent compensation consultant, including size, industry, equity market capitalization, and total market capitalization. FPC evaluates the continued appropriateness of each company in the peer group on an annual basis and recommends to the compensation committee additions and/or deletions from the prior year’s peer group as may be warranted. For 2021, the 2020 peer group was updated to remove Acadia Realty Trust and to add National Storage Affiliates Trust, which is more aligned with the Company's size. The 2021 peer group consisted of the following 16 public REITs:


Peers	Industry	Market Capitalization ($ Billions)
Medical Properties Trust, Inc.	Health Care REIT	14.1
EastGroup Properties, Inc.	Industrial REIT	9.4
First Industrial Realty Trust, Inc.	Industrial REIT	8.7
STAG Industrial, Inc.	Industrial REIT	8.5
Healthcare Trust of America, Inc.	Health Care REIT	7.4
National Storage Affiliates Trust	Self-storage REIT	6.3
Cousins Properties Incorporated	Office REIT	6.0
Healthcare Realty Trust Incorporated	Health Care REIT	4.8
Highwoods Properties, Inc.	Office REIT	4.7
Physicians Realty Trust	Health Care REIT	4.1
Corporate Office Properties Trust	Office REIT	3.1
Sabra Health Care REIT, Inc.	Health Care REIT	3.1
Brandywine Realty Trust	Office REIT	2.3
CareTrust REIT, Inc.	Health Care REIT	2.2
LTC Properties, Inc.	Health Care REIT	1.3
Columbia Property Trust, Inc.*	Office REIT	-
QTS Realty Trust, Inc.*	Specialty REIT	-
Source: S&P Global, data as of December 31, 2021
* QTS Realty Trust was acquired by affiliates of Blackstone in 2021 and Columbia Property Trust merged with an affiliate of Pacific Investment Management Company in 2021.

FPC evaluates the peer group based on similarities to the Company, including asset class focus, capitalization, performance, and geographic location.

In order to assist the compensation committee in its determination of executive compensation, the Company’s independent compensation consultant prepares an independent analysis of key size and performance indicators such as revenue, market capitalization, and total shareholder return compared to the companies in our peer group. This analysis is provided to the compensation committee, so it has sufficient information on the competitiveness of pay in the context of our performance compared with that of our peers.

FPC also delivers a benchmarking analysis of the compensation paid to our NEOs and to our trustees to the compensation committee. This analysis compares base salary, total annual cash compensation, long-term incentive awards and total compensation to compensation components of companies in our peer group, and provides general guidance for future compensation levels. While the compensation committee uses this analysis to help frame its decisions on compensation, it uses its collective judgment in determining executive compensation.

The compensation committee does not target a specific market position relative to our peer group for the compensation elements of executive officers, but seeks to pay competitively and takes into consideration the relative positioning compared to our peer group in making compensation decisions. The compensation committee exercises discretion in making compensation decisions based on the following inputs: its understanding of market conditions, its understanding of competitive pay analysis, recommendations from the Chief Executive Officer regarding the executive officers, the need to retain executive talent, the compensation committee’s overall evaluation of each executive’s performance, and our overall compensation strategy, among other factors.

Risk Assessment

Each year, the compensation committee discusses and analyzes risks associated with the Company’s compensation policies and practices for executive officers and employees generally. The compensation committee believes that the Company’s compensation program and policies do not create or encourage excessive risk-taking that is reasonably likely to have a material adverse effect on the Company.

Several features of the Company’s compensation program and policies are designed to reduce the likelihood of excessive risk-taking by employees, including:



• The three executive compensation principles and compensation program elements are designed to align compensation goals with the interests of our shareholders; • Compensation typically consists of a mix of fixed and performance-based compensation, with the performance-based compensation structured to reward both short- and long-term corporate performance; • The payout amounts under the short-term and long-term incentives are capped; • Employment agreements with executive officers as well as our Short-term Incentive Plan (the "STIP") contain clawback provisions which generally subject compensation paid to our executives to recovery by the Company in the event of material restatements of financial results; • A significant portion of our NEOs’ total direct compensation is in the form of equity-based incentive awards that vest over multiple years; and • The compensation committee exercises discretion in making compensation decisions and may reduce compensation payable to our executives.

Influence of Say on Pay Results on Executive Compensation Decisions


We provided shareholders with a “say-on-pay” advisory vote on executive compensation at the 2021 annual meeting of shareholders. We maintain an open line of communication with our investors on our compensation practices and have consistently received high say-on-pay support from our shareholders. At the 2021 annual meeting of shareholders, 84% of the votes cast by shareholders were cast “For” the approval of the compensation of our NEOs. In the Company's history, say-on-pay results have averaged 94% approval results.

Say on Pay Results
2017	2018	2019	2020	2021	AVERAGE
98%	94%	98%	97%	84%	94%

The compensation committee evaluated the results of the say-on-pay vote and in light of the substantial support for our executive compensation program, it did not make any significant changes to the executive compensation program and policies for fiscal year 2021 compensation based on the shareholder voting results. The compensation committee will continue to consider the outcome of future say-on-pay votes when making future compensation decisions for the NEOs. In addition, we provided shareholders with a “say-on-frequency” advisory vote at the 2016 Annual Meeting of Shareholders to determine whether the say-on-pay advisory vote on executive compensation should occur every one, two, or three years. More than 90% of the votes cast on the say-on-frequency proposal were in favor of a vote every year. Based on the results of the say-on-frequency vote, the Board has determined to hold the say-on-pay vote annually.

2021 EXECUTIVE COMPENSATION

PRIMARY ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program is designed to retain and motivate our executive officers, each of whom is critical to the Company’s continued success and growth. The primary elements of our executive compensation program are base salary, annual cash incentive compensation, and long-term incentive compensation and equity awards. These elements were selected by the compensation committee because each element is considered to be important in meeting one or more of our executive compensation principles, including the three core principles discussed above.

Our fiscal 2021 long-term incentive and equity awards program generally consisted of time-based restricted common shares and performance-based restricted stock units for our NEOs. We feel this compensation package is appropriately tied to our Company’s performance while also rewarding both short-term and long-term performance in a manner that encourages retention of our NEOs. With these objectives in mind, we attempt to set realistic but challenging goals in our annual incentive and performance-based long-term incentive programs.

We evaluate the various components of compensation annually and do not set fixed percentages for each element of compensation. The total composition of compensation elements may change over time as the competitive market evolves, or other market conditions which affect us change. We do not have, and do not anticipate establishing, any policies for allocating between long-term and currently paid compensation, or between cash and non-cash compensation. Part of our compensation determination process includes assessing the appropriate allocation between these elements of compensation on a periodic basis and adjusting our position based on market conditions and our business strategy.

Base Salary

Base salary is the fixed portion of the total compensation package for our executive officers, including our NEOs. The base salary for each NEO is determined by the compensation committee pursuant to the process discussed above. The base salary paid to our executive officers is generally intended to compensate executives for their qualifications and the value of their performance in a competitive market.

The compensation committee does not target a specific market position relative to the peer group for base salary, but seeks to pay competitively and near the median of the Company’s peer group. In reaching decisions with respect to base salary, the compensation committee considers various factors, including peer group data for each NEO’s position, the need to retain the executive, and an assessment of the executive officer’s contributions to the Company’s performance.

The compensation committee reviews each executive’s salary and performance every year to determine whether his or her base salary should be adjusted. The rationale for increasing Mr. Lucey's salary in 2021 was determined based on individual performance and the responsibilities of his position.

Base Salaries

Based on the compensation committee’s review and consideration of the materials provided by FPC and the competitive positioning of our executives’ salaries compared to our peer group, the compensation committee approved the salary levels set forth below for our NEOs for fiscal year 2021.


Officer	Fiscal 2021 Salary ($)	Fiscal 2020 Salary ($)	Increase (%)
John T. Thomas	865,000	865,000	—	%
Jeffrey N. Theiler	512,000	512,000	—	%
D. Deeni Taylor	512,000	512,000	—	%
Mark D. Theine	412,000	412,000	—	%
John W. Lucey	375,000	358,000	5	%

Annual Incentive Awards

The annual incentive awards available to our executive officers are intended to reward executives for the achievement of annual goals related to key business drivers, and to communicate to executives the key business goals of the Company from year to year. In general, the compensation committee uses the Company’s Bonus Plan to make annual incentive awards for our executive officers based on company and individual performance. The compensation committee retains discretion under the Bonus Plan to adjust individual performance goals and to reward executive officers for individual achievement not reflected in the Bonus Plan performance measures.

The compensation committee does not target a specific market position relative to the peer group for annual incentive awards, but seeks to pay competitively and in line with the Company’s peer group. The compensation committee takes into consideration the Company's relative positioning compared to our peer group in establishing the range of possible payouts under the Bonus Plan.

2021 Annual Incentive Awards

For fiscal year 2021, the compensation committee established annual incentive awards under the Bonus Plan based upon the achievement of corporate performance goals and individual performance goals. The corporate performance goals were based on the following measures:


Net Debt to Gross Asset Value			• the average of the Company’s total indebtedness at each quarter end date during fiscal year 2021, with net debt calculated as indebtedness less any cash balances, divided by the value of the Company’s gross assets at each quarter end date • promotes a strong balance sheet and discourages overleveraging • a healthy leverage ratio is important as it measures our ability to maintain our credit ratings and access the capital markets at favorable rates
General and Administrative ("G&A") Expenses as percentage of Gross Assets			• the Company's G&A expenses as compared to the Company's ending gross asset balance • reflects the ability to generate sufficient earnings to meet debt obligations as the portfolio grows
Funds Available for Distribution ("FAD") Per Share Growth compared to 2020 base			• the growth in FAD per share compared to the base year 2020 FAD per share • FAD per share growth is important as it provides an enhanced measure of the operating performance of our portfolio
Investment grade related Gross Leasable Area ("GLA")			• the GLA that is leased to an investment grade-rated tenant or a subsidiary of an investment grade-rated entity divided by the Company’s total leased GLA. For purposes of this calculation, Northside Hospital in Atlanta is considered an investment grade tenant • tenant quality is important as it helps to measure the financial strength of our tenants and the quality of our underwriting, and accordingly, the reliability of our projected income stream
Bad Debt Control			• the bad debt rate is calculated as cash rent and operating expense recoveries written-off as a percentage of total cash rent and operating expenses recoveries • monitoring bad debt ensures a focus on rent collections efforts and monitors the financial strength of our tenants

The compensation committee changed the Investment grade related GLA performance metric for the 2021 Bonus Plan awards from the prior year’s awards to make it more challenging for executives to achieve.

For fiscal year 2021, the compensation committee set the following goals and weightings for the above corporate performance measures. The last column shows actual performance against the corporate measures.

Weighting as % of Annual
Incentive Opportunity Under
Corporate Performance Goals

Corporate
Performance Goals

Threshold

Target

Max

20%

Net Debt to Gross Asset Value

20%

G&A Expenses as percentage of Gross Assets

20%

FAD Per Share Growth compared to 2020 base

20%

Investment grade related GLA

20%

Bad Debt Control

For fiscal year 2021, the compensation committee also established individual performance goals for the Chief Executive Officer and the other executive officers based on recommendations from the Chief Executive Officer. The compensation committee evaluates the individual performance for the Chief Executive Officer and the other executive officers in making its determination of annual incentive payouts under the Bonus Plan.

Highlights of the individual performance goals achieved for each NEO for fiscal year 2021 include:


John T. Thomas			Continued to lead the Company’s Business Continuity Plan through another year of the pandemic, while re-engaging clients and investors in person where safe and appropriate. Mr. Thomas continued to guide the Company’s commitment to ESG and focus on DEI; the Company’s inaugural GRESB score was 75 (better than industry average), and the Company improved diversity and inclusion across our workforce. Mr. Thomas worked closely with the Board's nominating and corporate governance committee to recruit a new Trustee enhancing the Board overall and diverse membership to 38% of the Board’s independent trustees. Mr. Thomas also helped grow the Company’s gross real estate investments, achieving our second largest year in gross investments ever (over $1.1 billion), strategically sold selective properties at appreciated capitalization rates, improved the overall quality of the portfolio, increased same-store net operating income and total shareholder return, and maintained high occupancy rates in the portfolio.
Jeffrey N. Theiler			Successfully managed the Company’s balance sheet, leading to two credit ratings upgrades. Mr. Theiler also led a $500 million bond offering, recast the $1 billion line of credit, raised $270 million in equity capital, and worked on various strategic and investment initiatives. Mr. Theiler built and continued to enhance the Company’s Credit Team, responsible for both investment underwriting and asset management, culminating in virtually no bad debt incurred for the Company in 2021.
D. Deeni Taylor			Sourced and procured additional investments including acquisitions and new medical office developments. Led the market and health system analysis of ten new health system relationships related to the acquisition of fourteen medical assets. Mr. Taylor has committed substantial time and effort mentoring and grooming and improving the Company’s underwriting investment team and processes.
Mark D. Theine			Led portfolio operations teams dedicated to providing industry-leading care to health care provider partners while delivering 2.9% same-store NOI growth and 80% tenant retention. Mr. Theine was instrumental in the sourcing and leading the $750 million Landmark Portfolio acquisition, as well as negotiating and executing on the disposition of the Lifecare long-term acute care hospital portfolio. Mr. Theine also led DOC’s ESG team which earned Energy Star Partner of the Year Award and a GRESB score of 75, outperforming the international average of 73 out of 100.
John W. Lucey			Provided leadership and management of our Company’s administrative challenges associated with the continuing COVID-19 pandemic, including rapidly evolving regulatory requirements, information security enhancements, and remote staffing implications all while maintaining a focus on our employees’ safety. Mr. Lucey continued the development and execution of the Company’s public reporting disclosures, including expanded transparency in the areas of accounting, governance, compensation, and sustainability. Mr. Lucey managed the revitalization of the Company’s definitive proxy statement to provide greater relevance, clarity and informational value to our shareholders. Mr. Lucey also led efforts to maintain strong rent collection, with collections exceeding 99% for 2021.

The relative weight of each of the various individual performance goals for a NEO was equal; however, no single individual goal was material to the committee’s decisions. Rather, the compensation committee considered the executive’s performance against the overall individual goals and the Chief Executive Officer’s assessment of each executive’s overall performance.

For each NEO, the compensation committee also determined the relative weighting of corporate versus individual performance goals. For fiscal year 2021, the weighting for each NEO’s annual incentive award was as follows:


Officer	Corporate Performance Goals		Individual Performance Goals
John T. Thomas	80	%	20%
Jeffrey N. Theiler	70	%	30%
D. Deeni Taylor	70	%	30%
Mark D. Theine	70	%	30%
John W. Lucey	60	%	40%

Based on competitive market practices for annual incentives and our compensation strategy, the compensation committee set a target award opportunity for each of our executive officers. The target represents the amount of incentive compensation the executive officer would recognize when corporate and individual performance meets expected results, or is on “target.” The table below reflects the payout as a percentage of an executive officer’s base salary for fiscal year 2021. Maximum performance is capped

at 200% of base salary for Mr. Thomas, and at 150% for all other NEOs. To simplify the presentation, certain intermediate payouts are not shown; however, payouts were determined by linear interpolation when performance occurred between the payouts levels described below. If the executive officer’s performance were below threshold in all applicable corporate and individual performance measures, no annual incentive compensation would be payable.


Officer	At Threshold Achievement		At Target Achievement	At or Above Maximum Achievement
John T. Thomas	50	%	100%	200%
Jeffrey N. Theiler	50	%	90%	150%
D. Deeni Taylor	50	%	90%	150%
Mark D. Theine	50	%	90%	150%
John W. Lucey	50	%	75%	150%

2021 Annual Incentive Results

Based on the compensation committee’s assessment of the executive officers’ achievement of the corporate and individual performance goals, and using linear interpolation, the following payouts were approved by the compensation committee to the NEOs under the Bonus Plan:


Officer	Fiscal 2021 Incentive Target ($)	Fiscal 2021 Incentive Payout (%)		Fiscal 2021 Incentive Payout ($)
John T. Thomas	865,000	160.0	%	1,384,000
Jeffrey N. Theiler	460,800	120.0	%	614,400
D. Deeni Taylor	460,800	120.0	%	614,400
Mark D. Theine	370,800	120.0	%	494,400
John W. Lucey	281,250	120.0	%	450,000

Long-Term Incentive and Equity Awards

The compensation committee designed the Company’s long-term incentive program and grant of equity awards to align the interests of our executive officers with the interests of our shareholders and to reward the executive officers for the achievement of long-term goals. Our long-term incentive and equity award program are critical to the attraction and retention of key executive talent and therefore represents a significant portion of the executive officers’ total direct compensation. The Equity Plan serves as the governing document for long-term incentive and equity awards for our executive officers.

The compensation committee does not target a specific market position relative to the peer group for long-term and equity incentive awards but seeks to pay competitively and in line with the Company’s peer group. The compensation committee considers the relative positioning of the Company compared to the peer group in establishing the range of possible payouts under the Equity Plan. In making its determination on what type of awards to grant, the compensation committee considers the following:

• Peer group compensation, including the components of compensation and the total direct compensation paid to executives of peer group companies;

• General trends in long-term incentive and equity grants; and

• The effect of having the NEOs receive a significant portion of their total direct compensation in equity awards to motivate and provide an incentive for these officers and to align their interests with those of our shareholders.

2021 Long-Term Incentive and Equity Awards Program Design

The fiscal year 2021 long-term incentive and equity program comprised a combination of time-based restricted common shares and performance-based restricted stock units. The allocation between each type of equity award was determined by the compensation committee based on input from FPC and the Chief Executive Officer.

Based on competitive market practices for long-term incentive and equity awards, and our compensation strategy, the compensation committee approved equity awards for each executive officer for the fiscal year 2021. On average, 63% of the equity-based compensation granted to our NEOs, including the associated dividend equivalent units, is also performance-based compensation. Fiscal year 2021 grants were made on March 1, 2021 and the number of shares awarded was determined based on the closing price of the Company’s common shares on the grant date. Information regarding the equity awards made to the NEOs is set forth in the Grants of Plan-Based Awards in 2021 table of this proxy statement.


Officer	2021 Time-Based Restricted Common Shares ($)	2021 Performance-Based Restricted Stock Units Target Grant ($)	Total Target Grant ($)
John T. Thomas	865,000	1,658,313	2,523,313
Jeffrey N. Theiler	460,800	785,257	1,246,057
D. Deeni Taylor	460,800	785,257	1,246,057
Mark D. Theine	370,800	631,870	1,002,670
John W. Lucey	225,000	431,359	656,359

Time-Based Restricted Common Shares

The compensation committee chose to award restricted common shares because they provide meaningful retentive value to our key executives, help smooth out market volatility, and are cost efficient. The time-based restricted common shares granted in March 2021 vest in full one year after the grant date, so long as the participant remains employed by the Company.

Performance-Based Restricted Stock Units

Performance-based restricted stock units were granted to each NEO. The compensation committee chose to grant performance-based restricted stock units in order to motivate executives to achieve long-term strategic goals, create long-term shareholder value, and provide an incentive to outperform similarly-situated companies as measured by relative total shareholder return and other metrics.

The performance-based restricted stock units vest after a three-year performance period, if at all, and are payable in common shares based on the number of restricted stock units that actually vest. The extent to which the awards will vest is contingent upon the satisfaction of key corporate performance goals established when granted.

GRANT OF 2021 PSU AWARDS

For fiscal year 2021, the compensation committee granted new three-year performance-based restricted stock unit ("PSU") awards. Performance goals for these awards were established by the compensation committee and are described in detail below:


DOC Total Shareholder Return compared to Health Care MOB Peers			the percentage rate of return during the 3-year period of 2021-2023 compared to the rate of return of two Health Care MOB peers, assuming reinvestment of all dividends during the performance period
DOC Total Shareholder Return compared to specific Nareit Health Care Peers			the percentage rate of return during the 3-year period of 2021-2023 compared to the rate of return of specific Nareit Health Care peers, assuming reinvestment of all dividends during the performance period
FAD Per Share Growth compared to 2020 base			the annual growth in FAD per share per year which excludes any material one-time FAD adjustments
Net Debt to Gross Asset Value			the Company’s total indebtedness, less any cash balances, divided by the value of the Company’s gross assets at the end of the performance period
Institute of Real Estate Management (IREM) Certified Sustainable Property (CSP) Buildings			the number of buildings in the Company’s portfolio holding IREM CSP designation at the end of the performance period

No material changes were made to the 2021 PSU awards from the prior year's awards.

For fiscal year 2021, the compensation committee set the following goals and weightings for the above corporate performance measures:

Weighting as % of Annual Incentive Opportunity Under
Corporate Performance Goals

Corporate
Performance Goals

Threshold

Target

Max

Measurement

20%

DOC Total Shareholder Return compared to two Health Care MOB Peers

Compared to two Health Care MOB Peers

20%

DOC Total Shareholder Return compared to specific Nareit Health Care Peers

Compared to specific Nareit Health Care Peers

20%

FAD Per Share Growth compared to 2020 base

Increase in FAD

20%

Net Debt to Gross Asset Value

Ratio at the end of the performance period

20%

IREM CSP Buildings

Number of IREM CSP buildings

For each goal, performance below threshold would result in no vesting, performance at threshold would result in vesting of 50% of the award, performance at target would result in vesting of 100% of the award, and performance at maximum would result in vesting of 300% of the award. For performance between threshold and target, or between target and maximum, linear interpolation was used.

Actual performance will be determined at the end of the three-year performance period ending on December 31, 2023.

SETTLEMENT OF PREVIOUSLY GRANTED PSU AWARDS

In 2022, following the completion of the three-year performance period of 2019-2021, the Company settled the performance-based restricted stock unit awards that were granted in 2019. Performance goals for these awards were established by the compensation committee in 2019. The metrics, weighting, threshold, target and maximum goals for each metric, and actual performance are shown in the table below:

Measurement

Threshold

Target

Max

Weighting

DOC Total Shareholder Return compared to two Health Care MOB Peers

25%

DOC Total Shareholder Return compared to specific Nareit Health Care Peers

25%

FAD Per Share Growth compared to 2018 base

20%

Net Debt to Gross Asset Value

20%

IG-related GLA as of 12/31/2021

10%

Each NEO was granted a 2019 performance-based restricted stock unit award and based on the actual results, the award vested at 158.2% of target.

OTHER ELEMENTS OF COMPENSATION

In addition to the primary elements of total direct compensation described above, the NEOs are eligible to participate in employee benefits and group insurance programs generally available to employees, as well as additional programs and benefits described below. Further detail regarding the compensation related to these programs and benefits is provided in the Summary Compensation Table and the All Other Compensation in 2021 table, included in this proxy statement.

401(k) Plan

The Company maintains a 401(k) plan which is intended to be a tax qualified defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”) for all eligible employees. The 401(k) plan allows all eligible employees to contribute up to 100% of their base salary and bonus, up to limits imposed by the Code. The Company adds a cash match to its 401(k) plan for all participants, including those executive officers who participate in the 401(k) plan. The Company matches 100% of the first 3% of compensation deferred as contributions plus 50% of the next 2% deferred as contributions. The 401(k) plan also allows for discretionary profit sharing contributions. Employer contributions, if any, vest immediately.

Employee Stock Purchase Plan

Our Employee Stock Purchase Plan allows all active employees, excluding certain employees who are citizens or residents of a non-U.S. jurisdiction, to purchase our common shares through payroll deductions at a 15% discount to the lower of the market price on the first trading day of the six-month purchase period or the last trading day of the six-month purchase period. No plan participant is allowed to purchase more than $25,000 in market value of our common shares under the plan in any calendar year, or own or hold outstanding purchase rights to purchase common shares possessing 5% or more of the total combined voting power of all classes of our capital stock. In fiscal year 2021, all NEOs participated in our Employee Stock Purchase Plan.

Dividends

Our NEOs receive dividends on unvested restricted common share awards, and accumulate dividend equivalents that are paid in cash upon vesting of performance-based restricted stock unit awards. Dividends for 2021 paid on unvested restricted common shares are disclosed in the All Other Compensation in 2021 portion of the Summary Compensation Table, and dividend equivalents paid are included in the grant date fair value of our performance-based restricted stock units.

Perquisites

Pursuant to the terms of their respective employment agreements, each NEO is entitled to reimbursement of up to $10,000 annually for reasonable professional expenses to receive personal advice from certain professional advisors.

ADDITIONAL COMPENSATION PLAN FEATURES AND POLICIES

POST-EMPLOYMENT COMPENSATION

Severance and change of control benefits are provided to our NEOs pursuant to the terms of their respective employment agreements, as well as under our incentive plans. These benefits are discussed at greater length in the section “Employment Agreements with Named Executive Officers” and “Potential Payments Upon a Change in Control and/or Termination” of this proxy statement.

CLAWBACK PROVISION (RECOVERY OF INCENTIVE PAYMENTS)

Each of our NEOs’ respective employment agreements contain a clawback provision that provides that any compensation paid to the executive is subject to recovery by the Company, and the executive is required to repay such compensation, in the event of a material financial restatement. In addition, the Bonus Plan contains a similar provision that subjects any incentive compensation paid under the Bonus Plan to recovery by the Company in the event of a similar circumstance.

Additionally, the individual award agreements for the performance-based restricted stock units granted under the Equity Plan contain a provision that subjects the awards covered by the agreements to any recoupment or “clawback” policy applied with prospective or retroactive effect.

STOCK OWNERSHIP GUIDELINES

The compensation committee encourages our executive officers and trustees to own our common shares because we believe such ownership provides strong alignment of interests between executives or trustees and our shareholders. Our stock ownership guidelines recommend that the Chief Executive Officer and other executive officers and trustees achieve the targeted level of ownership within five years of the adoption of the stock ownership guidelines or five years from the date of hire, promotion, appointment, or election, as applicable, of such person. Ownership for purposes of these guidelines includes all shares owned by the officer or trustee or an immediate family member sharing the same household, restricted stock, restricted stock units, deferred stock or units and all performance stock units for which the performance conditions to vesting have been met. The determination of an individual’s ownership level is reviewed annually. The chart below shows our stock ownership guidelines.


Title			Guideline
Chief Executive Officer			Five times base salary
Other Executive Officers			Three times base salary
Non-Employee Trustees			Three times annual cash retainer

HEDGING / PLEDGING PROHIBITIONS AND INSIDER TRADING POLICY

The Company maintains an insider trading policy that prohibits against various trading activities in the Company’s securities, including prohibitions on trading using material non-public information acquired by our trustees or employees during the performance of their duties. Trustees and employees, including executives, are strongly discouraged from trading in the Company’s

securities on a short-term basis, and are encouraged to hold all securities purchased in the open market for a minimum of six months. Additionally, trustees and employees, including executives, are strongly discouraged from purchasing the Company’s securities on margin or pledging the Company’s securities as collateral for margin loans, engaging in hedging transactions of any kind, trading in puts, calls, and straddles on the Company’s securities, conducting short sales of the Company’s securities (including corresponding to positions in the Company’s common shares already held by the trustee or employee), and maintaining standing or limit orders on the Company’s securities (other than pursuant to a pre-approved trading plan that complies with Rule 10b5-1 under the Exchange Act). As a practical matter, the Company’s insider trading policy strongly discourages trustees and employees from entering into most hedging and pledging arrangements.

Under the Company’s insider trading policy, trustees, NEOs and other employees with access to material non-public information about the Company or another company are prohibited from engaging in transactions in the Company’s securities during blackout periods (other than pursuant to a pre-approved trading plan that complies with Rule 10b5-1 under the Exchange Act).

TAX DEDUCTIBILITY IMPLICATIONS OF EXECUTIVE COMPENSATION

The compensation committee reviews and considers the deductibility of executive compensation. Changes in tax laws or their interpretation and other outside factors may affect the deductibility of certain compensation payments. For example, changes to Section 162(m) of the Code under the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, generally places a limit of $1 million on the amount of applicable compensation paid to our NEOs that we may deduct each year for taxable years beginning after December 31, 2017.

However, as a REIT, the Company is not subject to federal income taxes to the extent the Company distributes at least 90% of its REIT taxable income to its shareholders. As a result, the compensation committee has awarded compensation, including the 2021 annual incentive awards paid to our NEOs, that may not be fully tax deductible when the committee believes that doing so is in the best interests of our shareholders. If deductibility were to become an issue, the compensation committee may consider various alternatives to preserve the deductibility of compensation payments to executive officers and other benefits to the extent reasonably practical and to the extent consistent with the Company’s other compensation objectives. There is no guarantee that compensation payable pursuant to any of the Company’s compensation programs will ultimately be deductible by the Company.

COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed the above Compensation Discussion and Analysis with management and, based on such review and discussions, the compensation committee recommended to the Board of Trustees that the Compensation Discussion and Analysis be included in the Company’s Annual Report on 10-K for the year ended December 31, 2021, and in this proxy statement.


			Submitted by the compensation committee of the Board of Trustees Stanton D. Anderson, Chairman William A. Ebinger, M.D. Governor Tommy G. Thompson

Executive Compensation Tables

SUMMARY COMPENSATION TABLE

The following table presents summary information regarding the total compensation awarded to or earned by each of the NEOs listed below.


Name and Principal Position	Year	Salary ($) (1)	Stock Awards ($) (2)	Non-Equity Incentive Plan Compensation ($) (3)	All Other Compensation ($) (4)	Total ($)
John T. Thomas	2021	923,554	2,523,313	1,384,000	57,595	4,888,462
President and Chief Executive Officer	2020	908,938	7,502,557	1,730,000	56,649	10,198,144
	2019	874,462	2,619,788	1,411,000	57,929	4,963,179
Jeffrey N. Theiler	2021	534,843	1,246,057	614,400	44,657	2,439,957
Executive Vice President - Chief Financial Officer	2020	541,055	1,236,225	768,000	36,140	2,581,420
	2019	524,652	1,289,723	650,000	37,397	2,131,544
D. Deeni Taylor	2021	560,837	1,246,057	614,400	47,732	2,469,026
Executive Vice President - Chief Investment Officer	2020	512,000	1,236,225	768,000	45,083	2,561,308
	2019	545,755	1,289,723	650,000	46,315	2,164,781
Mark D. Theine	2021	450,031	1,002,670	494,400	40,928	1,988,029
Executive Vice President - Asset Management	2020	428,000	994,761	618,000	39,544	2,080,305
	2019	421,323	1,038,027	523,200	39,621	1,423,322
John W. Lucey	2021	392,625	656,359	450,000	33,014	1,531,998
Chief Accounting and Administrative Officer	2020	382,628	621,447	537,000	23,108	1,564,183
	2019	369,388	651,203	438,500	23,951	1,483,042

(1) Includes vacation accrued but unused that was paid out to the respective NEOs in January 2021. Such amounts were $58,554, $22,843, $48,837, $38,031, and $17,625 for Messrs. Thomas, Theiler, Taylor, Theine, and Lucey, respectively.

(2) Represents the aggregate grant date fair value computed in in accordance with FASB ASC Topic 718 of awards of restricted common shares and awards of performance-based restricted stock units made to the NEOs under the Equity Plan. Aggregate grant date fair value reported is based upon the closing price per share on the date of grant, and the amount for performance-based awards reflects the target level. The maximum number of common shares that could be issued under the 2021 performance-based restricted stock unit awards is 3 times the target number of shares, which would result in a value of $4,974,939, $2,355,772, $2,355,772, $1,895,609, and $1,294,076 to Messrs. Thomas, Theiler, Taylor, Theine, and Lucey, respectively, based on the closing price per share on the date of grant and market value for certain market related performance measures. For 2020, this also represents a special long-term retention award of 259,067 restricted stock units with a fair market value of $5.0 million, which vests one-half after four years and one-half after five years from the grant date, to our CEO to incentivize and retain him. Further detail with respect to these awards are included in Note 9 (Stock-based Compensation) to the Company’s audited financial statements for the year ended December 31, 2021, included in the Company's Annual report on Form 10-K for the fiscal year ended December 31, 2021 (the "Form 10-K").

(3) Represents non-equity incentive plan compensation paid to the NEOs under the Bonus Plan.

(4) See the “All Other Compensation in 2021” table following the Summary Compensation Table for information with respect to these amounts.

ALL OTHER COMPENSATION IN 2021

The following table sets forth certain information with respect to the “All Other Compensation” column of the Summary Compensation Table for 2021 for the NEOs.


Name	Dividends ($) (1)	Professional Services ($) (2)	Other ($) (3)	401(k) Matching Contributions ($) (4)	Total ($)
John T. Thomas	44,988	—	1,207	11,400	57,595
Jeffrey N. Theiler	23,966	8,941	350	11,400	44,657
D. Deeni Taylor	23,966	10,000	2,366	11,400	47,732
Mark D. Theine	19,286	10,000	242	11,400	40,928
John W. Lucey	11,581	9,179	854	11,400	33,014

(1) Represents the $0.230 per share dividends for the quarterly periods ended March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021, each of which is payable on unvested restricted common shares owned by each NEO, but excludes dividend equivalent rights credited to unvested performance-based restricted stock units, which were previously factored into the grant date fair value for such performance-based restricted stock units.

(2) Represents professional expenses from certain professional advisors including tax, investment, and accounting services.

(3) Represents the aggregate value of taxable gifts, taxable life insurance, and spousal travel to accompany the NEO on business trips.

(4) Represents matching contributions by the Company to the 401(k) plan for each of the NEOs.

2021 GRANTS OF PLAN-BASED AWARDS TABLE

The following table provides information about equity and non-equity awards granted to the NEOs in 2021.


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock and Option Awards ($) (4)
Name	Grant Date	Date Approved	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
John T. Thomas	3/1/2021	11/4/2020							50,261	(3)	865,000
	3/1/2021	11/4/2020				37,696	75,392	226,176			1,658,313
		11/4/2020	432,500	865,000	1,730,000
Jeffrey N. Theiler	3/1/2021	11/4/2020							26,775	(3)	460,800
	3/1/2021	11/4/2020				17,850	35,700	107,100			785,257
		11/4/2020	256,000	460,800	768,000
D. Deeni Taylor	3/1/2021	11/4/2020							26,775	(3)	460,800
	3/1/2021	11/4/2020				17,850	35,700	107,100			785,257
		11/4/2020	256,000	460,800	768,000
Mark D. Theine	3/1/2021	11/4/2020							21,546	(3)	370,800
	3/1/2021	11/4/2020				14,364	28,727	86,181			631,870
		11/4/2020	206,000	370,800	618,000
John W. Lucey	3/1/2021	11/4/2020							13,074	(3)	225,000
	3/1/2021	11/4/2020				9,806	19,611	58,833			431,359
		11/4/2020	187,500	281,250	562,500

(1) On November 4, 2020, the compensation committee established threshold, target, and maximum cash payouts under the Company’s Bonus Plan to each of the NEOs for 2021. Actual payout amounts under the Bonus Plan for 2021 are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. The business measurements and performance goals for determining the payouts under the Bonus Plan and with respect to the awards are described in the “Compensation Discussion and Analysis” section of this proxy statement.

(2) These columns show the threshold, target, and maximum number of common shares that could be issued in connection with performance-based restricted stock units granted in 2021 under the Company’s Equity Plan to each of the NEOs. The exact number of shares to be issued depends upon, among other things, the Company’s financial performance, as described in the “Compensation Discussion and Analysis” section of this proxy statement. Subject to continued service of the NEO, the shares, if any, will be issued following the performance period end date of December 31, 2023.

(3) Represents restricted common shares granted in 2021 under the Equity Plan, which vested on February 22, 2022 and are reflected using the grant date per share closing price of $17.21.

(4) Amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718. Performance-based restricted stock units are reflected at target value. Further detail with respect to these awards are included in Note 9 (Stock-based Compensation) to the Company’s audited financial statements for the year ended December 31, 2021, included in the Form 10-K.

OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END

The following table sets forth all outstanding equity awards held by each of our NEOs as of December 31, 2021, including any unvested restricted common shares and performance-based restricted stock units with performance and/or service conditions that had not yet been satisfied as of December 31, 2021.


	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#) (1)	Market Value of Shares or Units of Stock That Have Not Vested ($) (2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)
John T. Thomas	420,732	7,922,384	427,860	8,056,604
Jeffrey N. Theiler	79,509	1,497,154	202,602	3,814,996
D. Deeni Taylor	79,509	1,497,154	202,602	3,814,996
Mark D. Theine	63,987	1,204,875	163,032	3,069,893
John W. Lucey	40,767	767,643	108,915	2,050,869

(1) Represents a number of performance-based restricted stock units granted to each of the NEOs in 2019, which vested on February 22, 2022, and correspond to the number of common shares that were issued at a performance level of 158.2% based on performance criteria over a three-year performance period ending December 31, 2021. This total also includes time-based common shares granted to each of the NEOs in 2021, which vested on March 1, 2022. In February 2020, the compensation committee recommended and the Board approved a special long-term retention award of restricted stock units, which vests one-half after four years and one-half after five years from the grant date, to our CEO to incentivize and retain him. The special long-term award was made to our CEO prior to the COVID-19 outbreak in the United States.

(2) The value is based on the $18.83 closing price per share of our common shares on December 31, 2021.

(3) Represents a number of performance-based restricted stock units granted to each of the NEOs in 2020 and 2021, which will vest, if at all, based on achievement of performance criteria over a performance period ending December 31, 2022 and December 31, 2023, respectively, subject to the terms of the grant. As of December 31, 2021, actual performance for the 2020 and 2021 performance-based awards were between target and maximum levels; therefore, the number of common shares for these performance-based awards corresponds to the number of common shares that would be issued at the maximum performance level of 300%. The actual number of common shares, if any, to be issued and actual payout value of unvested common shares with respect to the performance-based awards will be determined based on achievement of performance criteria over a three-year performance period, subject to the terms of the grant of such awards.

2021 OPTION EXERCISES AND STOCK VESTED TABLE

The following table contains information about the vesting of awards of restricted common shares held by the NEOs in 2021.


	Stock Awards (1)
Name	Number of Shares Acquired on Vesting (#) (2)	Value Realized on Vesting ($) (3)
John T. Thomas	172,994	3,049,713
Jeffrey N. Theiler	84,502	1,488,377
D. Deeni Taylor	84,502	1,488,377
Mark D. Theine	59,588	1,047,986
John W. Lucey	41,411	729,770

(1) If an NEO used share withholding to satisfy the tax obligations with respect to the vesting of restricted common shares, the number of shares acquired and the value realized were less than the amounts shown.

(2) Represents a number of performance-based restricted stock units granted to each of the NEOs in 2018, which vested in February 2021, and correspond to the number of common shares that were issued at a performance level of 85.3% based on performance criteria over a three-year performance period ending December 31, 2020. This total also includes restricted common shares granted to each of the NEOs in 2020, which vested in March 2021.

(3) Value realized upon vesting is based on the closing price per share of the Company’s common stock on the vesting date.

EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

On November 4, 2021, the Company entered into employment agreements with each of Mr. Thomas, Mr. Theiler, Mr. Taylor, Mr. Theine and Mr. Lucey, which by their terms replaced the Company’s prior employment agreements with each of the executives. Mr. Thomas serves as our President and Chief Executive Officer, Mr. Theiler serves as our Executive Vice President and Chief Financial Officer, Mr. Taylor serves as our Executive Vice President and Chief Investment Officer, Mr. Theine serves as our Executive Vice President of Asset Management, and Mr. Lucey serves as our Chief Accounting & Administrative Officer, in each case until December 31, 2024. The employment term automatically renews for successive one-year terms, provided that the number of such additional terms may not exceed two, and unless earlier terminated in accordance with the respective agreement’s provisions, the agreements automatically terminate on December 31, 2026. The employment agreements for each NEO have been publicly filed with the SEC. The Company does not maintain a separate severance or change in control agreement or policy that would apply to the NEOs.

The employment agreements provide that each of Mr. Thomas, Mr. Theiler, Mr. Taylor, Mr. Theine and Mr. Lucey is entitled to an annual base salary of $865,000, $512,000, $512,000, $412,000 and $375,000, respectively, subject to such annual increases as the compensation committee may approve, reimbursement of up to $10,000 annually for reasonable professional expenses to receive personal advice from certain professional advisors, and other benefits and group insurance programs generally available to other employees and our other executives. Each executive is entitled to receive an annual cash bonus opportunity for each calendar year during his employment based upon performance goals that are established by the Board or the compensation committee, as the case may be, in its sole discretion. Under Mr. Thomas’ employment agreement, he has the right to be nominated to be a member of the Board and any executive committee (or similar committee) of the Board for the term of his employment agreement. The compensation committee uses the Bonus Plan in general to make annual incentive awards for our executive officers based on company and individual performance. Each executive is eligible to receive options, restricted shares or other awards under the Equity Plan at the discretion of the compensation committee.

Each executive’s employment agreement provides that it may be terminated at any time, without severance, by us for “cause” or by the executive if without “good reason”; however, upon such termination of employment, the executive will be entitled to receive (i) accrued but unpaid amounts through the date of termination, including base salary, vacation pay, and any bonuses earned but unpaid with respect to fiscal years or other periods ending in or with the year of termination (collectively, the “Accrued Obligations”) and (ii) nonforfeitable benefits payable to him under any benefit plans maintained by us (the “Nonforfeitable Benefits”).

If the executive’s employment is terminated by us without “cause” or by the executive for “good reason,” subject to his continued compliance with the restrictive covenants set forth in his employment agreement and a requirement that he timely return and not revoke an executed release agreement, he would be entitled to (i) severance pay equal to 24 months of his then current base salary, (ii) accelerated vesting of any unvested equity awards, (iii) continued coverage under any health insurance program maintained by us for a period of 12 months and (iv) a lump sum payment equal to two times the average of the annual bonuses paid to him for the two years ending prior to his termination date, subject to certain restrictions under the respective employment agreement.

If the executive’s employment is terminated by us due to non-renewal of the employment agreement or by automatic termination of the employment agreement on December 31, 2026, subject to his continued compliance with the restrictive covenants set forth in his employment agreement and a requirement that he timely return and not revoke an executed release agreement, and provided he does not enter into a new employment agreement with the Company for a period commencing before or immediately after December 31, 2026, he would be entitled to (i) severance pay equal to six months of his then current base salary, (ii) vesting of performance-based awards based on the actual level of achievement of the performance goals under the award, which would be pro-rated based on the executive’s period of service during the performance period, (iii) accelerated vesting of any awards not subject to performance-based vesting conditions and (iv) continued coverage under any health insurance program maintained by us for a period of 6 months.

In the event of a change in control, if and to the extent that outstanding awards granted to the executive are not continued, assumed or replaced in connection with a change in control, and in the case of performance-based awards, performance can no longer be reasonably measured consistent with the original terms of award, such awards would become fully vested at the maximum level of achievement, and, in the case of options, exercisable in full. In addition, if at any time during the 12 consecutive months commencing on the occurrence of a change in control (i) the executive is involuntarily terminated by us (other than for “cause”), or (ii) the executive terminates his employment for “good reason,” or (iii) the Company gives notice of non-renewal of his employment agreement, or (iv) such 12 months period includes December 31, 2026, in lieu of the severance pay amount described above for termination by us without “cause”, termination by the executive for “good reason,” or termination by us due to non-renewal of the employment agreement, then (A) the executive would be entitled to severance pay in a lump sum cash payment equal to three times in the case of Mr. Thomas, and two times in the case of each of Mr. Theiler, Mr. Taylor, Mr. Theine and Mr. Lucey, the sum of (i) his base salary as in effect at the time of the change in control, and (ii) the average of the annual bonuses paid to him for the prior two fiscal years of the Company ending prior to the change in control, if any, and (B) any options, restricted shares or other awards granted to the executive under the Equity Plan would become fully vested and, in the case of options, exercisable in full. For purposes of the foregoing, reference to “fully vested” in the case of performance-based awards means vesting at the maximum level of achievement. Each lump sum severance payment made to an executive will be reduced on a dollar-for-dollar basis by any portion of such payment

received or receivable by him from any successor to the Company Additionally, the executive would be entitled to continued coverage under any health insurance program maintained by us for a period of 18 months.

If the executive’s employment were terminated due to his “disability,” then he would generally be entitled to the Accrued Obligations, Nonforfeitable Benefits, and subject to his continued compliance with the restrictive covenants set forth in his employment agreement and a requirement that he timely return and not revoke an executed release agreement, he would be entitled to severance pay equal to 12 months of his then current base salary.

Each executive’s employment agreement contains non-competition and non-solicitation restrictive covenants which apply during the term of the agreement and for one year following his termination, and a non-disparagement restrictive covenant that applies during and after the term of his employment with the Company.

The terms “cause,” “good reason,” “change in control” and “disability” have the meanings set forth in each executive’s employment agreement.

POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL AND/OR TERMINATION

The employment agreements with each of our NEOs provide for certain payments and benefits to the NEOs in the event of a change in control or termination either in connection with a change in control or during the normal course of business. The material terms of these current arrangements are set forth in the above section “Employment Agreements with Named Executive Officers.” In addition, awards granted to our NEOs under the Equity Plan provide for acceleration of vesting under certain circumstances.

The Company’s Bonus Plan does not include a change of control provision under which the NEO would be paid a bonus for that year upon the occurrence of a change of control. However, in order for an executive officer to be paid a bonus under the Bonus Plan, the executive officer must be employed by us on the last day of the performance period for which the incentive bonus is otherwise payable, which would be December 31 of the applicable year. If the officer were terminated following a change of control but prior to the year end, no bonus would be payable under the Bonus Plan for that year; however, under the terms of the executive officer’s employment agreement, the officer would receive a lump sum cash payment corresponding to the amount designated in the applicable employment agreement.

The following tables estimate the payments required to be made to each NEO in connection with (i) a termination of employment upon specified events or (ii) a change in control assuming a $18.83 per share price for the Company’s common shares, which represents the closing market price on December 31, 2021. The amounts shown also assume that the termination or change in control was effective December 31, 2021, and thus (i) reflect the amounts payable under the Company’s prior employment agreements with each of the NEOs and (ii) include amounts earned (including accrued but unpaid dividend equivalents for unvested performance-based restricted stock units) through such time and are estimates of the amounts which would be paid out to the NEOs. Therefore, the amounts shown do not reflect, for instance, any changes to base salaries or bonus targets effective in 2022, changes in the cost of health benefit plans, equity grants or equity that vested following December 31, 2021 or the entry into new employment agreements after December 31, 2021. The actual amounts paid can only be determined at the time of the termination of the NEO’s employment or a change in control. The terms “Cause,” “Good Reason,” “Change in Control,” and “Disability” have the meanings set forth in each executive’s employment agreement.


Mr. Thomas
Executive Benefits and Payments Upon Separation or Change in Control	Qualifying Termination Change in Control ($) (1)	Termination for Cause or without Good Reason ($)	Termination without Cause or for Good Reason ($)	Termination due to Disability ($)
Salary (2)	2,648,231	53,231	1,783,231	918,231
Bonus	5,132,000	461,000	1,759,685	461,000
Accelerated Vesting of Unvested Equity Compensation (3)	15,978,987	—	15,978,987	10,127,092
Health Coverage	43,266	—	28,844	—
Dividend Equivalents	1,095,175	—	1,095,175	—
Total	24,897,659	514,231	20,645,922	11,506,323