MEDICAL PROPERTIES TRUST REIT INC (MPT)
Sector: Real Estate
2026 Annual Meeting Analysis
MEDICAL PROPERTIES TRUST REIT INC · Meeting: May 28, 2026
Directors FOR
1
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As founder, Chairman, President, and CEO with a board tenure since 2004, Mr. Aldag's full tenure overlaps with the significant underperformance period; MPT's 3-year stock return trails the compensation peer group median by 33.9 percentage points (exceeding the 20pp trigger for negative absolute TSR), and the 5-year gap of -35.3pp versus peers also exceeds the threshold, so no 5-year mitigant applies.
Mr. Dawson has served as an independent director since 2004, meaning his tenure fully encompasses the underperformance period; the 3-year peer gap of -33.9pp exceeds the 20pp trigger, and the 5-year gap of -35.3pp also exceeds the threshold, so no long-term mitigant is available.
As co-founder, Executive Vice President, CFO, and director since 2005, Mr. Hamner's tenure fully overlaps the underperformance period; the 3-year peer gap of -33.9pp fires the trigger and the 5-year gap of -35.3pp also exceeds the threshold, so no 5-year mitigant applies.
Ms. Mozingo has served since 2020, well beyond the 24-month new-director exemption, so the TSR trigger applies; the 3-year peer gap of -33.9pp exceeds the 20pp threshold, and the 5-year gap of -35.3pp also exceeds the threshold, removing any long-term mitigant.
Ms. Pitman has served since 2018, fully encompassing the underperformance period; the 3-year peer gap of -33.9pp triggers the policy threshold, and the 5-year gap of -35.3pp also exceeds the threshold, so no long-term mitigant is available.
Mr. Sparks has served since 2014, fully encompassing the underperformance period; the 3-year peer gap of -33.9pp exceeds the 20pp trigger for negative absolute TSR, and the 5-year gap of -35.3pp also exceeds the threshold, so no 5-year mitigant applies.
Mr. Stewart has served as Lead Independent Director since 2016, fully encompassing the underperformance period; the 3-year peer gap of -33.9pp exceeds the trigger, and the 5-year gap of -35.3pp also exceeds the threshold, removing any long-term mitigant.
Mr. Thompson has served since 2016 as Compensation Committee Chair, fully encompassing the underperformance period; the 3-year peer gap of -33.9pp exceeds the 20pp trigger, and the 5-year gap of -35.3pp also exceeds the threshold, so no long-term mitigant is available.
For Analysis
Ms. Murphy joined the board in 2022, which is within the past 24 months relative to the start of the relevant 3-year underperformance measurement window; under policy, directors who joined within the past 24 months are exempt from the TSR trigger, and no other disqualifying factors (overboarding, attendance issues, independence concerns) are present.
The 3-year TSR trigger fires for the full slate: MPT's stock has trailed its own disclosed compensation peer group median by 33.9 percentage points over three years (the policy threshold for companies with negative absolute 3-year TSR is 20pp), and the 5-year gap of -35.3pp also exceeds the threshold, meaning no long-term mitigant is available for any director. Only Emily Murphy, who joined in 2022 and falls within the 24-month new-director exemption window, receives a FOR vote. All other eight directors — including both executive directors (Aldag and Hamner) — receive AGAINST votes based on their meaningful tenure overlap with the underperformance period. The benchmark used is the company's own disclosed compensation peer group (14 companies including Ventas, OHI, SLG, ARE, and others), which is the primary benchmark under policy. Secondary confirmation is provided by the ^FNER (FTSE NAREIT All Equity REITs Index) benchmark, against which MPT trails by 34.6pp over 3 years, also exceeding the 30pp ETF fallback threshold for negative absolute TSR.
Say on Pay
✗ AGAINSTCEO
Edward K. Aldag, Jr.
Total Comp
$15,898,816
Prior Support
58.3%%
MPT received only 58.3% shareholder support on its Say on Pay vote in 2025, well below the 70% threshold that triggers a No vote absent meaningful changes; while the company reduced target pay by 7% and added an 'Actual Realized Compensation' disclosure in response to feedback, the fundamental structure of the program has not changed materially — the same peer group, same TSR-based performance awards, and the same cash bonus formula remain in place. On the pay-for-performance alignment check, variable compensation (bonus and equity awards) was above benchmark levels relative to a peer group that MPT has trailed by 33.9 percentage points over three years, meaning incentive pay is not aligned with the shareholder experience of owning a stock that lost roughly 21% while peers gained 13% on average. The CEO's realized cash bonus was paid at the maximum level (300% of base salary) for 2025, and while the performance stock awards remain unearned, the reported total compensation of $15.9 million at a company of MPT's current size and performance trajectory does not pass the pay-for-performance screen.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,632,126
Non-Audit Fees
$5,048
Non-audit fees of $5,048 represent less than 1% of audit fees of $2,632,126, far below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a $3 billion market cap company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot be applied, and the absence of disclosed tenure is noted as a minor negative but does not cause a No vote under policy.
Overall Assessment
This is a contested ballot where significant governance and performance concerns drive AGAINST votes on eight of nine director nominees and on executive compensation: MPT's stock has badly trailed both its own peer group and the ^FNER (FTSE NAREIT All Equity REITs Index) benchmark over three and five years, the Say on Pay vote fell to 58.3% last year without fundamental program changes, and the CEO's cash bonus was paid at maximum while shareholders experienced a multi-year stock decline. The sole exception is newly-appointed director Emily Murphy, who is exempt from the TSR trigger under the 24-month new-director rule; the auditor ratification passes cleanly given negligible non-audit fees and an appropriate Big 4 auditor.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing