Cathrine Cotman
About Cathrine Cotman
Cathrine Cotman, age 59, has served as an independent director of Community Healthcare Trust Incorporated (CHCT) since 2022. She is Senior Vice President, Corporate Real Estate at LPL Financial (2020–present), with prior senior leadership roles in corporate real estate and strategy at Cresa Global, Newmark Knight Frank, and Cushman & Wakefield. She holds a B.A. in Philosophy from Swarthmore College, an MBA from NYU Stern, and a Master’s credential from Harvard’s Graduate School of Design (AMDP executive education) . The Board has affirmatively determined she is independent under NYSE rules and the Company’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LPL Financial | Senior Vice President, Corporate Real Estate | 2020–present | Corporate real estate strategy for Fortune 500 FS firm |
| Cresa Global | Global Alliance Director, Global Portfolio Solutions | 2019–2020 | Global portfolio solutions leadership |
| Newmark Knight Frank | Senior Managing Director, Strategy | 2017–2019 | Strategy leadership |
| Cushman & Wakefield | Senior Managing Director, Global Occupier Services | 2012–2017 | Global occupier services and operations |
| Bank of America; Capital One; Prudential Insurance | Various senior roles | Not specified | Financial services/insurance operational and analytics roles |
External Roles
| Organization | Role/Recognition | Tenure/Date | Notes |
|---|---|---|---|
| CoreNet Events | Speaker featuring senior leaders and Black leaders | 2021 | Thought leadership |
| Omni Montessori School | Board of Trustees Officer | 2016–2020 | Community governance |
| Globe St. | Women of Influence | 2019 | Industry recognition |
| Charlotte Business Community | 50 Most Influential Women of Charlotte | 2016 | Recognition |
| Cassidy Turley | Client Service Award | 2014 | Service excellence |
Board Governance
- Independence: The Board determined Cotman is independent under NYSE Rule 10A-3 and Company guidelines .
- Committees: Audit Committee member (Hensley, Chair; Gulmi member); ESG Committee member (Van Horn, Chair; Gardner member). Audit Committee each member is financially literate; “financial expert” designation applies to Gulmi and Hensley (not Cotman) .
- Attendance: Board held four meetings in 2024; each director attended >75% of Board and applicable committee meetings. Independent directors met in four executive sessions .
- Board leadership: Independent Chairman (Alan Gardner) with defined responsibilities including executive sessions and governance communication .
- Matrix skills: Board matrix indicates Cotman brings public company board experience, financial, risk management, corporate governance/ethics, executive experience, operations, strategic planning/oversight, technology, and real estate/REIT industry experience. Tenure on CHCT board 3 years .
- Annual meeting attendance: The proxy lists Gardner, Dupuy, and Van Horn as attending the 2024 annual stockholder meeting; attendance is not required by policy .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (base) | $65,000 | Increased from $50,000 effective March 2024 |
| Audit Committee Chair fee | $20,000 | Not applicable to Cotman (Hensley is Chair) |
| Compensation Committee Chair fee | $17,500 | Not applicable to Cotman |
| ESG Committee Chair fee | $17,500 | Not applicable to Cotman (Van Horn is Chair) |
| Board Chairman fee | $100,000 | Not applicable to Cotman |
| Director fees paid (Cotman) – cash | — | Elected stock in lieu of cash retainer |
| Director fees paid (Cotman) – stock | $65,000 | Subject to 3-year cliff vest |
| Annual director equity grant (policy) | $110,000 | 3-year cliff vest; no restriction multiple |
| Stock awards (Cotman; total grant-date fair value) | $148,051 | Includes annual equity and align-of-interest stock valued at $24.92 (5/2/24) and $24.05 (5/16/24) per policy |
| Total 2024 director comp (Cotman) | $213,051 | Fees in stock + Stock awards |
- Alignment of Interest Program for directors: voluntary election to take retainers as restricted stock receives additional shares via restriction multiple (1yr 0.2x; 2yr 0.4x; 3yr 0.6x). All such shares are subject to cliff vest and forfeiture if service ends before vest; restricted shares cannot be sold, assigned, pledged, or transferred during restriction .
Performance Compensation
| Award Type | Grant Policy/Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual restricted stock for directors | $110,000 market value grant each annual meeting | 3-year cliff vest; forfeiture if director resigns or is removed during restriction | None (time-based only; no performance goals) |
| Retainer-to-stock election (alignment program) | Director-elected amount; receives additional shares per chosen restriction multiple (up to 3 years for directors) | Cliff vest per 1–3 year restriction; forfeiture on early departure; voting/dividends during restriction | None (time-based only) |
No performance-based metrics are applied to non-employee director equity; awards are time-based restricted stock designed to increase ownership alignment .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (other than CHCT) | Not disclosed for Cotman in the proxy biography |
| Prior public company boards | Not disclosed for Cotman in the proxy biography |
| Interlocks/related party links | None requiring disclosure; Audit Committee determined no related party transactions under Item 404(a) |
Expertise & Qualifications
- Over 30 years in corporate real estate strategy, business/financial analytics, and operational process innovation .
- Education: BA (Swarthmore); MBA (NYU Stern); Master’s (Harvard GSD AMDP) .
- Board matrix skills: real estate/REIT, technology, risk management, financial literacy, governance/ethics, executive/operations, strategic oversight .
- Recognitions: Globe St. Women of Influence (2019); 50 Most Influential Women of Charlotte (2016); Cassidy Turley Client Service Award (2014); CoreNet speaker (2021) .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned | 20,861 shares; less than 1% of outstanding |
| Ownership guidelines | Non-employee director: 3x current annual retainer |
| Compliance status | All executive officers and directors in compliance as of March 3, 2025 |
| Pledging/Hedging | Company prohibits hedging/margin/hypothecation; no director has such arrangements; restricted stock cannot be pledged |
| Section 16/Trading policy | Blackout periods and pre-clearance for directors; policy filed as Exhibit 19 to 2024 10-K |
Governance Assessment
- Board effectiveness: Cotman adds deep corporate real estate expertise valuable to a healthcare REIT with operational focus on medical facilities; matrix highlights relevant REIT and technology skills .
- Committee roles: Active on Audit and ESG Committees; Audit Committee members are financially literate with two financial experts (Gulmi, Hensley), suggesting balanced oversight; ESG Committee charter indicates robust governance and ESG policy oversight .
- Independence & conflicts: Board determined independence; no related party transactions requiring disclosure; no legal proceedings. Her LPL corporate role presents no disclosed conflict with CHCT operations .
- Attendance & engagement: >75% attendance; independent directors met four times in executive session; Board met four times. Annual meeting attendance noted for specific directors (Gardner, Dupuy, Van Horn) with no policy requiring attendance .
- Compensation alignment: High equity mix via annual restricted stock and elective retainer-to-stock program; strong ownership alignment with 3-year vesting and prohibition on pledging; director ownership guideline (3x retainer) met .
- Shareholder signals: 2024 say‑on‑pay supported by ~92% of votes, indicating constructive sentiment on compensation governance framework (company-wide) .
- Audit oversight context: 2024 tenant credit reserve ($11.0M) highlights need for vigilant risk oversight; Audit Committee met four times and oversees financial reporting integrity and internal controls .
RED FLAGS: None disclosed for Cotman. No related-party transactions; no pledging/hedging; independence affirmed; attendance threshold met .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Support | Notes |
|---|---|---|
| 2024 | ~92% of votes cast in favor | Reflects investor support for updated compensation program design and pay-for-performance alignment |
Committee Structure Reference (CHCT)
| Committee | Members | Chair | 2024 Meetings | Key Oversight |
|---|---|---|---|---|
| Audit | Cotman; Gulmi; Hensley | Hensley | 4 | Financial reporting, internal controls, auditor oversight |
| Compensation | Gulmi; Hensley; Van Horn | Gulmi | 4 | Exec/Director pay, incentive plans, clawback policy oversight |
| ESG (incl. nominating/governance) | Cotman; Gardner; Van Horn | Van Horn | 4 | Board composition, governance policies, ESG risk/controls |
Director Compensation Detail (Cotman – 2024)
| Fees Paid in Cash ($) | Fees Paid in Stock ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| — | 65,000 | 148,051 | 213,051 |
Policy References Relevant to Governance
- Securities Trading Policy: blackouts/pre‑clearance; filed with 2024 10‑K .
- Anti‑hedging/margin/hypothecation and restricted stock transfer prohibitions .
- Stock ownership guidelines: Directors at 3x annual retainer; compliance as of March 3, 2025 .
- Related‑party transaction policy and 2024 determination: no transactions requiring disclosure .
Notes
- Annual retainers and chair fees: Base retainer increased to $65,000 in March 2024; Audit Chair $20,000; Comp Chair $17,500; ESG Chair $17,500; Board Chairman $100,000 .
- Annual director equity grant policy raised to $110,000; 3‑year cliff vest .
- Board matrix indicates Cotman’s tenure of 3 years, gender diversity, and LGBTQ+ status (Yes) as part of Board demographics disclosure .