Mark Foster
About Mark Foster
Mark E. Foster (age 52) is Executive Vice President, General Counsel since August 2022 and Secretary since February 2023. He previously served as partner at Snell & Wilmer L.L.P. (2016–2022) and as VP, General Counsel & Corporate Secretary at Sabal Financial Group (2012–2016). He holds a B.A. from USC and a J.D. from USC Gould School of Law . AHR’s 2024 incentive framework ties pay to Normalized FFO per share, leverage (Net Debt/Adjusted EBITDA), and Same-Store NOI growth; all three met the “Maximum” hurdle (NFFO/share $1.41; Net Debt/Adj. EBITDA 4.3x; Same-Store NOI growth 17.7%) with corporate performance weighted 70% of STIP and individual at 30% . Long-term incentives were 50% performance-based RSUs (relative TSR vs a healthcare REIT peer set) and 50% time-based RSUs in 2024; the company adopted a clawback policy compliant with NYSE Rule 10-D-1 and prohibits hedging by directors and officers .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Snell & Wilmer, L.L.P. | Partner, Commercial Real Estate Practice | Sep 2016 – Jul 2022 | Senior legal leadership in commercial real estate |
| Sabal Financial Group, L.P. (Oaktree subsidiary) | VP, General Counsel & Corporate Secretary | Jun 2012 – Sep 2016 | Responsible for legal matters on >$6B of real estate and debt assets |
| Rockefeller Group Development Corporation | In-house Counsel | Prior to Jun 2012 | Corporate real estate legal work |
| Toll Brothers, Inc. (NYSE: TOL) | In-house Counsel | Prior to Jun 2012 | Homebuilding corporate legal work |
| Allen Matkins, LLP | Associate, Real Estate Group | Prior to Jun 2012 | Real estate legal practice |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $360,000 | $380,000 |
| Target Bonus (% of salary) | 65% | 65% |
| Bonus (individual component) ($) | $70,200 | $74,100 |
| Non-Equity Incentive (formulaic corporate) ($) | $226,044 | $259,350 |
| Total Cash Bonus Paid ($) | $296,244 | $333,450 (135% of target) |
Notes:
- 2024 STIP weighting: 70% corporate (objective metrics) and 30% individual (subjective) .
- 2024 base salary increased 5.6% y/y .
Performance Compensation
2024 Short-Term Incentive Program – Corporate Metrics and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Actual 2024 | Payout Level |
|---|---|---|---|---|---|---|
| Normalized FFO per Share | 34% | $1.19 | $1.22 | $1.25 | $1.41 | Maximum |
| Net Debt / Adjusted EBITDA | 33% | 6.5x | 6.2x | 5.9x | 4.3x | Maximum |
| Same-Store NOI Growth (YoY) | 33% | 5.5% | 6.5% | 7.5% | 17.7% | Maximum |
2024 Long-Term Incentives – Grants and Vesting
| Grant date | Instrument | Shares/Units | Grant date fair value ($) | Performance metric | Vesting |
|---|---|---|---|---|---|
| Feb 9, 2024 | Listing Equity Awards – Restricted Shares | 55,556 | $728,895 | n/a | Vests ratably over 4 years on each Feb 9 (2025–2028), service-based |
| Mar 25, 2024 | Time-Based RSUs | 22,306 | $324,998 | n/a | Vests in three equal annual installments on Mar 25, 2025/2026/2027, service-based |
| Mar 25, 2024 | Performance-Based RSUs (target) | 22,306 | $324,998 | 3-year relative TSR vs REIT peers (CareTrust, Healthcare Realty, LTC, NHI, Healthpeak, Sabra, Omega, Ventas, Welltower) with 50–200% vesting range | Cliff vest in Q1 2027, subject to continuous employment and TSR outcomes |
Program design:
- 2024 LTIP: 50% performance-based RSUs and 50% time-based RSUs; performance metric changed post-IPO from 3-year relative NFFO to 3-year relative TSR vs peers .
2024 Individual Performance Highlights (used for the 30% STIP component)
- Led/oversaw key capital markets activities: February and September 2024 offerings and ATM, collectively raising $1.36B gross proceeds .
- Oversaw acquisition of remaining minority interest in Trilogy Holdings ($258M cash) .
- Managed upsizing of 2024 Credit Agreement (increased capacity, extended maturity) and implemented intercompany credit facilities lowering interest expense .
- Reduced outside counsel spend via fixed-fee arrangements; built in-house transactional capability; improved legal operations and compliance .
Equity Ownership & Alignment
As of March 27, 2025:
| Item | Value |
|---|---|
| Beneficial ownership (Common Shares) | 61,891 shares; <1% of outstanding |
| Unvested time-based RSUs (excluded from beneficial count) | 36,748 shares underlying unvested time-based RSUs |
| Unvested performance-based RSUs (excluded; assumes max) | 91,798 shares underlying unvested performance-based RSUs at max assumption |
| Outstanding equity awards (not yet vested) | 85,793 units; market value $2,438,237 as of 12/31/2024 ($28.42/share) |
| Unearned PSUs (outstanding) | 46,105 units; payout value $1,310,304 at $28.42 |
| Pledging | None of the above shares have been pledged as security |
| Hedging policy | Hedging/monetization transactions prohibited for directors and officers |
| Stock ownership guidelines | Corporate governance guidelines set minimum ownership requirements for directors/officers (specific multiples not disclosed) |
Insider selling pressure considerations:
- Lock-up agreements following offerings ended Aug 5, 2024 and Nov 17, 2024 for directors and executive officers, potentially increasing trading liquidity post-lock-up .
- Multiple future vesting dates (Mar 25 annually through 2027; Feb 9 annually through 2028; cliff vest PSUs in Q1 2026 and Q1 2027) could create periodic sell windows; hedging remains prohibited .
Employment Terms
| Provision | Detail |
|---|---|
| Severance multiple | General Counsel eligible for 1.5x the sum of base salary + 3-year average cash bonus, paid in installments, plus COBRA medical coverage for severance period; time-based awards vest pro rata for 12 months post-termination; performance awards remain outstanding and vest pro rata based on actual results |
| Change-in-control (CIC) – no termination | Acceleration of time-based RSUs; PSUs accelerated if not continued/assumed; no cash severance |
| CIC with termination (within 12 months) | Double-trigger cash severance per multiple above, medical coverage, and full acceleration of time-based RSUs; PSUs subject to continued/assumed terms; amounts below reflect values as of 12/31/2024 |
| Clawback | Clawback policy effective upon NYSE listing, compliant with SEC Exchange Act Rule 10-D-1; repayment of incentive compensation if a financial restatement occurs |
| Perquisites | 401(k) match up to 5% of compensation; distributions paid on awards included in “All other compensation” |
Potential payments as of 12/31/2024 (Mark E. Foster):
| Scenario | Severance Payment ($) | Medical Coverage ($) | Accelerated Vesting – Time-Based ($) | Accelerated/Continued Vesting – Performance-Based ($) |
|---|---|---|---|---|
| Termination without cause or resignation for good reason | 1,042,797 | 32,833 | 720,760 | 260,047 (assumes target for in-flight awards) |
| Death or disability | 437,000 | — | 720,760 | 260,047 |
| CIC without termination | — | — | 2,412,432 | 745,031 (assumes target; accelerated if not continued) |
| Termination within 12 months after CIC | 1,390,396 | 43,778 | 2,412,432 | 260,047 |
Performance & Track Record
- 2024 corporate metrics for incentives: exceeded maximum targets across NFFO/share ($1.41), leverage (4.3x Net Debt/Adj. EBITDA), and Same-Store NOI growth (17.7%), driving 135% of target cash bonus payout for NEOs including Foster .
- Individual 2024 accomplishments include capital markets execution ($1.36B raised), Trilogy minority interest acquisition ($258M), credit agreement upsizing/extension, and legal operations cost efficiencies .
Compensation Peer Group (for PSUs)
- Relative TSR peer group for 2024 PSUs: CareTrust, Healthcare Realty, LTC Properties, National Health Investors, Healthpeak, Sabra, Omega Healthcare Investors, Ventas, Welltower; vesting from 50% to 200% of target based on rank; cliff vest Q1 2027 .
Equity Award Outstanding Details (FY-end 2024)
| Item | Value |
|---|---|
| Unvested stock awards (count, market value) | 85,793; $2,438,237 at $28.42/share |
| Unearned PSUs outstanding (count, payout value) | 46,105; $1,310,304 |
| Vesting schedules summarized | RSUs: Mar 25, 2025/2026/2027; Restricted Shares: Feb 9, 2025–2028; PSUs: Q1 2026 (NFFO-based from 2023 grant) and Q1 2027 (relative TSR) |
Investment Implications
- Strong pay-for-performance alignment: corporate metrics achieved “Maximum” in 2024; LTIP shifted to 50% performance-based RSUs on relative TSR, increasing at-risk, market-linked pay exposure .
- Retention risk appears contained near term: significant unvested time-based and performance-based awards with multi-year schedules (through 2028) and double-trigger severance economics under CIC; clawback and hedging prohibitions further align incentives .
- Potential selling pressure windows: post-lock-up environment and periodic vesting dates (Mar 25 annually; Feb 9 annually; cliff PSUs in Q1 2026/2027) may create trading windows; monitor any Form 4 activity around these dates .
- Governance and risk: no pledging; clawback in place; independent compensation committee; ownership guidelines exist (multiples not disclosed) — these reduce governance red flags for alignment and risk-taking .