Dianne Hurley
About Dianne Hurley
Independent director at American Healthcare REIT, Inc. (AHR), age 62; director since 2016. Current roles: Compensation Committee Chair (since June 2023) and Audit Committee member; previously Audit Committee Chair (2016–June 2023) and Special Committee Chair (Oct 2020–Oct 2021). Education: BA Harvard; MBA Yale School of Management. Current operating role: Chief Operating Officer, MonCap Holdings, LLC (since Oct 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MonCap Holdings, LLC | Chief Operating Officer | Oct 2024–present | COO of growth PE firm |
| Glocap Search, LLC | Managing Director | Apr 2022–Jul 2023 | Executive search leadership |
| Moravian Academy | Chief Financial & Operations Officer | May 2020–Apr 2022 | Finance/ops leadership |
| A&E Real Estate | Chief Administrative Officer | Mar 2017–Jul 2020 | Corporate administration |
| Credit Suisse Asset Management | COO, Global Distributions | Sep 2009–Nov 2011 | Global distribution operations |
| TPG Axon Capital | Founding Chief Administrative Officer | Prior to 2009 | Firm administration |
| Goldman Sachs | Real Estate Department | Earlier career | Real estate finance experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| AG Mortgage Investment Trust (public REIT) | Independent Director; Audit Committee Chair; Nominating & Corporate Governance member | Dec 2020–present | Audit (Chair); Nominating & Corporate Governance |
| CC Real Estate Income Fund | Independent Director; Audit Committee Chair | Mar 2016–Aug 2020 (liquidated) | Audit (Chair) |
| NorthStar Realty Europe | Independent Director; Nominating & Corporate Governance member | Aug 2016–Oct 2019 (sold) | Nominating & Corporate Governance |
| NorthStar/RXR New York Metro Income, Inc. | Independent Director; Audit Committee member | Feb 2015–Dec 2018 | Audit |
Board Governance
- Independence: Board determined Hurley is independent under NYSE standards; all members of Audit, Compensation, and Nominating & Corporate Governance committees are independent.
- Committee assignments: Audit Committee member; Compensation Committee Chair (since Jun 2023). Prior roles: Audit Committee Chair (2016–Jun 2023), Special Committee Chair (Oct 2020–Oct 2021).
- Meetings in FY2024: Board held 9; Audit held 5; Compensation held 4; Nominating & Corporate Governance held 3. All incumbent directors attended ≥75% of Board and applicable committee meetings; directors attended the last annual meeting.
- Leadership: No Lead Independent Director; non-management directors hold executive sessions presided by the Non-Executive Chairman (Jeffrey T. Hanson).
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $102,250 |
| Stock Awards (grant-date fair value) | $192,159 |
| All Other Compensation (distributions on awards) | $21,923 |
| Total | $316,582 |
- Program structure (FY2024): Committee chair/member fees schedule—Audit Chair $20,000; Audit Member $5,000; Compensation Chair $12,500; Nominating & Corporate Governance Chair $12,500; Lead Independent Director $100,000; directors reimbursed for meeting expenses. Equity: non-employee directors received 7,407 restricted shares as Listing Equity Awards, vesting 25% annually over four years beginning Feb 9, 2024.
Performance Compensation (Director)
- No performance-conditioned director pay disclosed; director equity grants vest based on continued service (time-based) rather than operating/market metrics.
Other Directorships & Interlocks
- Current public board: AG Mortgage Investment Trust (residential mortgage REIT), potential interlock in financial services but no disclosed related-party transactions with AHR.
- Prior public boards: CC Real Estate Income Fund; NorthStar Realty Europe; NorthStar/RXR—completed liquidation/sale per dates; no ongoing interlocks.
Expertise & Qualifications
- Finance, operations, regulatory and compliance expertise; extensive REIT board experience and chair roles on Audit and Compensation. Harvard BA; Yale MBA; early career real estate finance at Goldman Sachs; senior operating roles at Credit Suisse Asset Management and TPG Axon. Board selected her for financial and compensation oversight expertise.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 28,401 shares |
| Nonvested restricted stock (director grants) | 11,017 shares |
| Ownership as % of shares outstanding | ~0.018% (28,401 / 158,691,084) |
| Shares pledged as collateral | None |
| Ownership guidelines | Corporate Governance Guidelines set minimum stock ownership requirements for directors/officers (individual compliance not disclosed) |
Governance Assessment
- Strengths: Long-tenured independent director with chair experience across Compensation (current) and Audit (prior), indicating deep governance and financial oversight; committees are fully independent; attendance and engagement standards met; say-on-pay support was strong (97.4% in 2024), reinforcing compensation program credibility under her committee’s oversight.
- Alignment: Receives time-based equity (restricted stock) with 4-year vesting; holds 28,401 shares and nonvested director equity; company maintains insider trading prohibitions on hedging/pledging and clawback policy for officers, signaling alignment and risk controls.
- Conflicts/related party: No compensation committee interlocks or transactions >$120,000 involving committee members; related party transactions subject to committee approval with recusals; none disclosed involving Hurley.
- Structural considerations: No Lead Independent Director (board cites robust governance practices and executive sessions); monitoring continues as best-practice boards often designate a LID—AHR’s structure relies on a non-executive chair and independent committees.
RED FLAGS: None disclosed related to attendance shortfalls, pledging, related-party transactions, or discretionary/guaranteed director pay. Maintain watch on external interlocks (AG Mortgage Investment Trust) though sector overlap with healthcare REIT appears limited and no related-party exposure is disclosed.