Brian Peay
About Brian Peay
Brian S. Peay, 59, is Chief Financial Officer of American Healthcare REIT (AHR), a role he has held since June 2016. He holds a B.S. in Business Economics from UC Santa Barbara and is a CPA (California, inactive; certified in 1992) . In 2024, AHR’s operating and equity-capital execution materially improved leverage and growth metrics: Normalized FFO per diluted share reached $1.41, Net Debt-to-Adjusted EBITDA improved to 4.3x from 8.5x, and Same-Store NOI grew 17.7% YoY; ISHC and SHOP segments delivered 23.8% and 52.8% Same-Store NOI growth, respectively . From the NYSE listing on Feb 9, 2024 through Dec 31, 2024, AHR’s cumulative TSR was $226.64 on a $100 initial investment (company-defined Pay vs. Performance table) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Healthcare REIT | Chief Financial Officer | Jun 2016 – Present | Led equity raises ($1.36B 2024), debt paydowns, leverage improvement, and investor engagement . |
| Veritas Investments | Chief Financial Officer | Sep 2015 – May 2016 | Financial planning, corporate budgeting, tax structuring, accounting leadership . |
| MobileIron, Inc. | VP Finance & Sales Ops | Oct 2013 – Sep 2015 | Finance and sales operations leadership at mobile security company . |
| Glenborough, LLC / Glenborough Realty Trust, Inc. | CFO; SVP–Joint Ventures (BD); CAO; VP Finance | Nov 1997 – Mar 2012 | Led finance, accounting, reporting, risk, IT, HR; public-to-private transition (Morgan Stanley fund) . |
| Cliffwood Partners, L.P. | CFO & Director of Research | Pre–Nov 1997 | Investment and research leadership . |
| Kenneth Leventhal & Co. | Manager | Pre–Nov 1997 | Accounting/consulting experience (real estate focus) . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 475,000 | 500,000 |
| Target Annual Bonus (% of Salary) | 100% | 100% |
| Threshold / Maximum (% of Salary) | 50% / 150% | 50% / 150% |
Notes
- 2024 change in base salary: +5.3% YoY .
- Company discloses no significant perquisites and no guaranteed minimum increases .
Performance Compensation
2024 Short‑Term Incentive (Cash Bonus)
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Payout Level |
|---|---|---|---|---|---|---|
| Normalized FFO per Share | 34% | $1.19 | $1.22 | $1.25 | $1.41 | Maximum |
| Net Debt / Adjusted EBITDA | 33% | 6.5x | 6.2x | 5.9x | 4.3x | Maximum |
| Same‑Store NOI Growth YoY | 33% | 5.5% | 6.5% | 7.5% | 17.7% | Maximum |
| Payout Component | Amount ($) | % of Target |
|---|---|---|
| 2024 Cash Bonus – Brian S. Peay | 675,000 | 135% |
Individual component (30% weighting) was determined at target for all NEOs; corporate metrics paid at maximum based on results above .
2024 Long‑Term Incentive (Equity)
Shifted to 50% performance-based RSUs (3‑yr relative TSR) and 50% time-based RSUs; performance-based portion cliff vests in Q1’27 based on 3‑year TSR vs peers; time-based RSUs vest ratably over 3 years .
| 2024 Equity Grants (Peay) | Units | Grant‑Date Value ($) |
|---|---|---|
| Time‑Based RSUs | 41,181 | 600,007 |
| Performance‑Based RSUs (target) | 41,181 | 600,007 |
| Listing Equity Award (restricted stock, 4‑yr ratable) | 148,148 | 1,943,702 |
Prior-cycle performance: 2022‑2024 performance-based RSUs paid at 86.44% of target (MFFO relative metric); Peay earned 4,394 RSUs vs 5,084 target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/27/2025) | 177,444 common shares; “less than 1.0%” per table . |
| Outstanding Unvested – Time‑Based/Restricted (12/31/2024) | 207,259 units; market value $5,890,301 at $28.42/share . |
| Outstanding Unvested – Performance‑Based (12/31/2024) | 85,745 units (at target in footnote context); market value $2,436,873 . |
| Vesting Schedules | Time‑based RSUs vest 3/25/2025, 3/25/2026, 3/25/2027 . Listing Equity Awards vest 2/9 each year 2025–2028 . TSR-linked RSUs cliff vest in Q1’27 (performance period through 12/31/2026) . |
| Hedging/Pledging Policy | Hedging and pledging prohibited for directors/executives . |
| Pledging Status | “None of the above shares have been pledged as security.” (company-wide table note) . |
| Ownership Guidelines | Corporate Governance Guidelines set minimum stock ownership requirements for directors and officers (policy referenced) . |
Insider supply considerations
- Lock-up agreements covered directors and officers: Feb 7–Aug 5, 2024 (IPO), and Sep 18–Nov 17, 2024 (follow-on) . Post-lockup, supply is driven by multi‑year vesting of the 148,148 listing shares (4 years) and 2024 RSUs (3 years) plus any performance vesting in Q1’27 .
Employment Terms
Severance and change-in-control protections are provided under AHR’s Executive Severance and Change in Control Plan (CFO multiple = 1.5x for non‑CIC severance; 2.0x for CIC-termination lump sum), with COBRA coverage and prorated/continued treatment of equity as summarized below .
| Scenario (as of 12/31/2024) | Severance Payment ($) | Medical ($) | Time‑Based Equity Accel. ($) | Performance Equity (Accel./Continue) ($) |
|---|---|---|---|---|
| Termination w/o Cause or Good Reason (non‑CIC) | 1,708,800 | 33,054 | 1,635,059 | 592,113 (continued/pro rata) |
| Death or Disability | 750,000 | — | 1,635,059 | 592,113 (continued/pro rata) |
| Change in Control (no termination) | — | — | 5,765,423 (accelerated) | 1,489,625 (if not assumed) |
| CIC + Termination w/i 12 months | 2,278,400 | 44,071 | 5,765,423 | 592,113 (continued/pro rata) |
Additional governance
- NYSE/SEC-compliant clawback policy adopted; Compensation Committee oversees incentive risk .
- Hedging/pledging prohibited; no tax gross-ups to NEOs; no single-trigger cash severance on CIC .
Performance & Track Record (selected 2024 achievements)
- Executed capital strategy: completed Feb 2024 IPO ($772.8M), Sep 2024 follow-on ($471.2M), and ATM ($120.2M by 12/31/24), supporting deleveraging and portfolio initiatives .
- Balance sheet: coordinated debt paydowns and amended revolving credit facility (increased capacity to up to $1.15B; extended maturity) .
- Investor engagement: active with sell-side and institutions; built IR/Capital Markets capability .
Director/Shareholder Oversight Signals
- 2024 say‑on‑pay approval: 97.4% .
- Compensation peer group utilized (healthcare REITs and relevant peers) for benchmarking with focus on size/strategy comparability .
Investment Implications
- Pay-for-performance alignment has strengthened post‑listing: 50% of 2024 LTI in performance RSUs tied to 3‑year relative TSR; 2024 cash metrics (NFFO/share, leverage, Same‑Store NOI) paid at maximum on robust results .
- Potential selling pressure will be paced by multi‑year vesting: 148,148 listing shares vest ratably over 4 years and 2024 time‑based RSUs over 3 years; TSR PSUs cliff vest Q1’27; earlier lock-ups expired by Nov 17, 2024 .
- Retention risk appears moderated: meaningful unvested equity value ($5.89M time‑based and $2.44M performance at 12/31/24 prices) plus severance/CIC protections; hedging/pledging prohibited and none pledged, supporting alignment .
- Governance risk low: strong say‑on‑pay support, clawback policy in place, no tax gross-ups, and no significant perquisites .
Appendices
2024 Summary Compensation (for context)
| Component | 2024 ($) |
|---|---|
| Salary | 500,000 |
| Bonus (discretionary/individual) | 150,000 |
| Stock Awards (incl. 2024 RSUs and Listing Equity Award) | 3,143,716 |
| Non‑Equity Incentive Plan (formulaic STIP) | 525,000 |
| All Other Compensation (401k + distributions) | 189,645 |
| Total | 4,508,361 |
Note: Company provides supplemental 2024 totals excluding one‑time Listing Equity Awards and related distributions; for NEOs this lowers reported totals (company disclosure) .