Alan Gardner
About Alan Gardner
Alan Gardner (age 71) has served on Community Healthcare Trust’s Board since 2015 and was appointed independent Chairman of the Board on March 3, 2023. He retired from Wells Fargo in October 2015 as a Senior Relationship Manager in Healthcare Corporate Banking, with 26 years of corporate and investment banking experience and 20 years covering healthcare. He holds a B.S. and M.S. from Virginia Tech and an MBA in finance and accounting from the University of Rochester .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo (Wachovia) | Senior Relationship Manager, Healthcare Corporate Banking | 2004–2015 (retired 2015) | Led significant financing for public healthcare companies |
| FleetBoston Financial | Head of Healthcare | 2003–2004 | Coverage leadership |
| Banc of America Securities | Managing Director | 1996–2003 | Capital markets transactions |
| Omni Montessori School (Charlotte) | Board Member and President | Not disclosed | Community governance experience |
| Impact Angel Network (IAN) | Charlotte Chapter Chair | Not disclosed | Early-stage investment network leadership |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Omni Montessori School | Board Member and President | Non-profit/Education | Past role; not a public company |
| Impact Angel Network (IAN) | Chapter Chair | Private investment | Past role; not a public company |
| Public company boards | — | — | None disclosed in CHCT’s proxy |
Board Governance
- Independence: The Board affirmatively determined Gardner is independent under NYSE rules and Rule 10A-3; he is one of five independent directors .
- Chair role: Appointed Chairman on March 3, 2023; responsibilities include presiding over independent director executive sessions, oversight of management adherence to Board oversight, and serving as a communication conduit for third parties .
- Committee memberships: Member, Environmental, Social, and Governance (ESG) Committee; not listed on Audit or Compensation Committees (Audit: Cotman, Gulmi, Hensley; Compensation: Gulmi, Hensley, Van Horn) .
- Attendance: Board held four meetings in 2024; each director attended >75% of Board and applicable committee meetings; independent directors met in executive session four times .
- Shareholder election support (2025): Votes For 21,369,548; Votes Withheld 479,981; Broker Non-Votes 3,156,121 .
Fixed Compensation
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual cash retainer (non-employee director) | $65,000 | Increased from $50,000 starting with 2024 annual meeting |
| Chairman cash retainer | $100,000 | Unchanged from 2023 |
| Committee chair fees | Audit Chair $20,000; Comp Chair $17,500; ESG Chair $17,500 | Gardner is not a committee chair |
| Fees paid (Gardner) – cash | $82,500 | Portion of retainer elected in cash |
| Fees paid (Gardner) – stock | $82,500 | Portion of retainer elected in stock; ~three-year cliff vest |
2024 director compensation for Gardner:
| Name | Fees Paid in Cash ($) | Fees Paid in Stock ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Alan Gardner | 82,500 | 82,500 | 158,305 | 323,305 |
Notes:
- Director stock award grant date price was $24.92 on May 2, 2024; restricted shares from retainer deferral valued at $24.05 on May 16, 2024; all subject to three-year cliff vest and forfeiture if service ends before vesting .
- Directors may elect to receive stock in lieu of retainers; restriction multiple adds shares: 1-year 0.2x, 2-year 0.4x, 3-year 0.6x; all restricted shares non-transferable until vest .
Performance Compensation
| Equity Program Element | Annual Value/Structure | Vesting | Metrics/Conditions |
|---|---|---|---|
| Annual director equity grant | $110,000 restricted stock (increased from $100,000) | Three-year cliff vest (100% at year 3) | No performance conditions; goal to have 60–75% of director comp in restricted stock |
| Retainer deferral equity | Director-elected stock for cash retainers; restriction multiple 0.2x/0.4x/0.6x | Three-year cliff vest; forfeiture on early departure | No performance metrics; alignment via lock-up and forfeiture risk |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in CHCT proxy |
| Interlocks/related-party ties | Audit Committee reports no related party transactions requiring Item 404(a) disclosure |
Expertise & Qualifications
- Sector expertise: 20 years covering healthcare companies; led financing for leading public healthcare firms .
- Technical credentials: Corporate banking and capital markets; risk oversight via Chair responsibilities .
- Education: B.S., M.S. (Virginia Tech); MBA (University of Rochester) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Alan Gardner | 68,249 | <1% | No pledged shares; address c/o CHCT |
Stock ownership alignment and policies:
- Ownership guidelines: Directors must hold 3x current annual retainer; all directors and executive officers were in compliance as of March 3, 2025 .
- Anti-hedging/pledging: Company prohibits hedging, margining, hypothecation; restricted shares may not be sold, assigned, pledged, or transferred prior to vesting .
- Shares outstanding basis: 28,339,419 shares outstanding as of March 3, 2025 .
Governance Assessment
- Independence and leadership: Gardner’s status as independent Chairman with defined responsibilities strengthens oversight and mitigates management influence; independent sessions held four times in 2024 .
- Committee placement: ESG Committee membership aligns with CHCT’s focus on governance and ESG frameworks, including stockholder-approved constraint on capital structure changes and adoption of ESG policies and EMS .
- Attendance and engagement: Board met four times in 2024; Gardner attended >75% of Board/committee meetings; he attended the 2024 annual stockholder meeting, signaling engagement .
- Compensation alignment: Director pay mix emphasizes equity (three-year cliff vest), with Gardner electing a balanced cash/stock retainer; annual equity increased to $110,000 but subject to forfeiture on early departure—promotes long-term alignment .
- Shareholder support: Strong re-election votes (21.37M For vs 0.48M Withheld) and say-on-pay approval in 2025 (19.20M For; 2.57M Against), indicating investor confidence in governance and compensation oversight .
- Conflicts and red flags: No related-party transactions requiring disclosure; anti-hedging and no pledging; all directors compliant with ownership guidelines—no governance red flags identified for Gardner .
Appendices
Director Election and Say-on-Pay Voting (2025):
| Proposal | Votes For | Votes Against/Withheld | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Alan Gardner – Director | 21,369,548 | 479,981 (Withheld) | — | 3,156,121 |
| Say-on-Pay | 19,203,942 | 2,568,910 | 76,677 | 3,156,121 |
Committee Meeting Cadence (2024):
| Committee | Members | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Cotman, Gulmi, Hensley | Hensley | 4 |
| Compensation | Gulmi, Hensley, Van Horn | Gulmi | 4 |
| ESG | Cotman, Gardner, Van Horn | Van Horn | 4 |
Director Compensation Mechanics:
| Element | Detail |
|---|---|
| Cash retainer | $65,000; Chairman $100,000 |
| Equity award | $110,000 restricted stock annually; 3-year cliff vest |
| Retainer deferral | Optional stock in lieu of cash with restriction multiples (1yr 0.2x; 2yr 0.4x; 3yr 0.6x) |
| Vesting/forfeiture | Forfeiture if service ends before vest; non-transferable during restriction |
Policies and ESG:
| Topic | Disclosure |
|---|---|
| Anti-hedging/margin/hypothecation | Prohibited for directors and officers |
| Related-party transactions | None requiring Item 404(a) disclosure |
| ESG policies and EMS | Adopted; tracking GHG/water/energy and reporting via GRESB |
All citations: .