David Dupuy
About David Dupuy
David H. Dupuy, 56, is Chief Executive Officer and President of Community Healthcare Trust (CHCT) and has served as a director since March 6, 2023; he was CHCT’s CFO from May 2019 to March 2023 and previously held senior roles in healthcare investment banking at SunTrust/Truist and Bank of America; he holds a BA (Furman) and an MBA (Vanderbilt Owen) . Under his leadership in 2024, CHCT grew revenues 2.6% to $115.8M, paid $1.845/share in dividends (38 consecutive quarterly increases), reported FFO/share of $1.91 and AFFO/share of $2.21, but recorded a net loss of $3.2M due to an $11.0M tenant credit loss reserve and ended 2024 with ~40.3% debt-to-total capitalization and an upsized $400M revolver . Stockholder value metrics show headwinds: a $100 investment in CHCT measured in the SEC pay-versus-performance table stood at $58.09 at 12/31/2024 versus $117.56 for the NAREIT All Equity REIT Index; the 2023–2026 PSU program is currently “tracking below threshold” (0% payout) as of 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Community Healthcare Trust (CHCT) | Chief Executive Officer and President; Director | 2023–present | Transitioned from CFO to CEO following founder’s passing; overseeing portfolio growth, capital allocation, and governance; signed 2025 leadership transition 8‑K . |
| Community Healthcare Trust (CHCT) | Executive Vice President & Chief Financial Officer | 2019–2023 | Led finance and capital markets as CHCT scaled its portfolio and dividend program . |
| SunTrust Robinson Humphrey (Truist Securities) | Managing Director, Healthcare Investment Banking | 2008–2019 | Led advisory and capital markets mandates across healthcare services and REITs . |
| Bank of America | Senior Vice President, Healthcare Group | 2004–2008 | Originated and structured healthcare financings; earlier career at Bank of America began in 1991 . |
| KDA Holdings | Vice President & Regional Director | 2000–2004 | Consulted on and financed outpatient medical facilities development . |
| LIFESIGNS Holdings, Inc. | CFO & Founding Partner | 1997–2000 | Built diagnostic services platform and funding strategy . |
External Roles
No other public-company directorships or external board roles disclosed for Mr. Dupuy beyond CHCT’s board .
Board Governance and Service
- Board tenure and role: Director since 2023; employee-director (not independent) .
- Chair/CEO structure: CHCT separates Chair (Alan Gardner, independent) and CEO, with regular independent executive sessions; board may combine roles in future if warranted .
- Committees: Audit, Compensation, and ESG committees are composed solely of independent directors; Mr. Dupuy does not serve on committees .
- Attendance: Each director attended >75% of board and applicable committee meetings in 2024; Gardner, Dupuy, and Van Horn attended the 2024 annual meeting .
- Director pay: Employee-director (Dupuy) receives no additional director compensation .
Fixed Compensation
| Component | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base salary ($) | — | — | 666,668 | 666,668 (no increase) |
| Target annual bonus (% of base) | — | — | 100% (effective 7/1/2024) | 100% (reduced from 125% for CEO) |
| Target long-term equity (% of base) | — | — | 150% (legacy before 2025 changes) | 125% (reduced for CEO) |
Notes: In January 2024 CHCT overhauled its program to increase objective metrics and shift to forward-looking PSUs; for 2025 the Compensation Committee further tightened CEO targets in light of relative performance .
Performance Compensation
Annual Incentive (performance period July 1–June 30)
| Metric | Weight | Threshold Payout | Target Payout | Max Payout | Status (FY25 cycle, through 12/31/2024) |
|---|---|---|---|---|---|
| AFFO per share | 30% | 50% | 100% | 150% | Tracking 10–15% above target (interim) |
| Dividend payout coverage | 20% | 50% | 100% | 150% | Tracking 15–20% above target (interim) |
| Debt to total capitalization | 20% | 50% | 100% | 150% | Tracking 15–20% below target (interim) |
| Individual performance | 30% | 0% | 100% | 150% | Subjective goal slate |
Context: For the 7/1/2023–6/30/2024 cycle (legacy design), CHCT achieved an 80% dividend payout ratio target leading to a 150% “company performance award,” which equated to 75% of base salary (company component targets 50% of base); NEOs elected to take bonuses in restricted stock with 8‑year cliff vesting .
Long-Term Incentive (granted 1/2/2024; 3‑year forward-looking)
| Award | Weight | Performance/vesting | Threshold | Target | Maximum |
|---|---|---|---|---|---|
| Relative TSR PSUs | 35% | 3‑yr TSR vs. peer set; cliff vest end of period | 25th pct (50%) | 55th pct (100%) | 80th pct (200%) |
| Absolute TSR PSUs | 30% | 3‑yr CAGR TSR; cliff vest end of period | 4% (50%) | 8% (100%) | 12% (200%) |
| Time-based RSUs | 35% | One‑third vests each June 30 over 3 yrs | — | — | — |
Status: 2023–2026 PSU cohort currently “tracking below threshold – 0%” as of 12/31/2024; no 2024–2027 LTI grant was approved (to curb G&A and dilution given relative performance) .
2024 Grants Detail (Dupuy)
| Grant type | Grant date | Threshold (#) | Target (#) | Max (#) | Notes / Fair value |
|---|---|---|---|---|---|
| Absolute TSR PSUs | 1/2/2024 | 10,973 | 21,946 | 43,892 | $300,002 grant-date FV |
| Relative TSR PSUs | 1/2/2024 | 8,426 | 16,852 | 33,704 | $350,016 grant-date FV |
| Time-based RSUs | 1/2/2024 | — | 13,046 | — | $347,285 grant-date FV; vests 1/3 each 6/30/2024–2026 |
| Elective salary deferral (restricted stock) | 1/12/2024 | — | 12,801 | — | $333,594 grant-date FV; 3/5/8‑yr cliff per election |
| Elective annual bonus deferral (restricted stock) | 8/8/2024 | — | 29,330 | — | $555,804 grant-date FV; 3/5/8‑yr cliff per election |
Equity Ownership & Alignment
Beneficial Ownership (as of March 3, 2025)
| Holder | Shares beneficially owned | % of outstanding |
|---|---|---|
| David H. Dupuy | 439,802 | 1.6% |
- No executive or director shares are pledged; CHCT prohibits hedging, margining, or hypothecation by insiders .
- Stock ownership guidelines: CEO 5x base salary; all executives and directors were in compliance as of March 3, 2025 .
Outstanding Equity at 12/31/2024 (Dupuy)
| Award type | Unvested quantity | Market value (12/31/2024, $19.21) |
|---|---|---|
| Restricted stock | 251,654 | $4,834,273 |
| Time-based RSUs | 8,698 | $167,089 |
| Unvested PSUs (at threshold 50% for display) | 10,973 absolute; 8,426 relative | $210,791; $161,863 |
Vesting cadence and potential selling pressure:
- A portion of Dupuy’s compensation is taken as restricted stock with long cliff schedules (3/5/8 years), creating lumpy vesting events; 4,348 shares vested in 2024 ($100,221 value) .
- Employment agreement includes legacy grants of 5,000 shares per year for three years beginning May 1, 2019 that vest equally in 2027, 2028, and 2029—visible future vesting overhang .
- Time-based RSUs granted 1/2/2024 vest 1/3 each on June 30, 2025 and 2026 (8,698 total remaining) .
- CHCT’s trading policy imposes blackout and pre-clearance for executives, moderating near-term selling flexibility around earnings .
Employment Terms
| Term | Key provisions |
|---|---|
| Employment history | CFO since May 1, 2019; appointed CEO and director March 6, 2023 . |
| Equity acceleration | If terminated for any reason other than cause or voluntary termination, all equity awards fully vest; disability also triggers continued benefits through the current 1‑year contract term . |
| Severance (without cause) | CEO: 36 months of base salary plus the greater of (i) 2x average cash bonus (prior two years) or (ii) 2x base salary × 0.67; amounts payable in installments . |
| Change-in-control (termination upon CoC) | 3x base salary plus the greater-of bonus formula noted above; equity fully vests . |
| Restrictive covenants | Non-compete and non-solicit apply during severance period and for 12 months following a change-in-control termination . |
| Illustrative quantified benefits (12/31/2024) | Not for cause or CoC termination: cash severance $3,443,372; accelerated restricted stock $7,688,418; accelerated unvested RSUs $912,398; total value $12,044,188 . |
Clawback: NYSE/SEC-compliant policy to recoup incentive compensation after material restatements; anti-hedging/margin/pledging prohibitions reinforce alignment .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenues ($M) | — | — | 115.8 |
| Net (loss) income ($M) | 22.0 | 7.7 | (3.2) (includes $11.0M credit loss reserve) |
| FFO/share (diluted) ($) | 2.24 | 1.86 | 1.91 |
| AFFO/share (diluted) ($) | 2.49 | 2.49 | 2.21 |
| Dividend/share ($) | — | — | 1.845 (38 consecutive quarterly increases) |
| Debt-to-total capitalization (%) | — | — | ~40.3% |
| Company TSR ($100 → $) | 94.24 | 73.98 | 58.09 |
| NAREIT All Equity TSR ($100 → $) | 100.62 | 112.04 | 117.56 |
Operational note: A geriatric inpatient behavioral hospital tenant was placed on cash-basis accounting; CHCT recorded an $11.0M credit loss reserve and is working to remediate operations and resume consistent payments .
Leadership transitions: In May 2025, CHCT announced the departure (other than for cause) of EVP-Asset Management (estimated $5.8M severance-related charge) and appointment of a new SVP-Asset Management with deep MOB leasing experience; the 8‑K was signed by CEO Dupuy .
Compensation Committee & Say‑on‑Pay
- 2024 redesign: Increased objective weighting in annual incentives to 70%, instituted forward-looking 3‑year PSUs (relative and absolute TSR), and capped elective share conversion to 50% of salary/bonus with tenure-based restriction options (3/5/8 years) .
- 2025 alignment actions: No NEO base salary increases; no 2024–2027 LTI grant; reduced CEO annual incentive target to 100% and LTI target to 125% of salary .
- Peer group used for benchmarking includes CareTrust REIT, LTC Properties, NHI, NETSTREIT, and others generally comparable by size/segment .
- Say‑on‑pay support: ~92% approval at May 2024 annual meeting .
- Independent oversight: Compensation Committee (independent directors only) with the use of Ferguson Partners Consulting as independent advisor .
Director Compensation (for Dupuy as director)
As an employee-director, Mr. Dupuy receives no additional compensation for board service (only expense reimbursement) .
Equity Compensation Mix and Multi‑Year Compensation (Dupuy)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary paid in stock ($) | 560,280 | 617,834 | 333,334 |
| Salary paid in cash ($) | — | — | 333,334 |
| Bonus paid in stock ($) | 560,280 | 776,700 | 666,668 |
| Stock awards (grant-date FV, incl. LTI) ($) | 1,730,216 | 2,125,913 | 1,776,096 |
| All other comp ($) | 7,487 | 13,300 | 13,825 |
| Total compensation ($) | 2,785,183 | 3,533,747 | 3,123,257 |
Pay-at-risk: In 2024, 56.4% of Dupuy’s total was performance-based (bonus stock, elective alignment stock, and PSUs), and the 2023–2026 PSUs were tracking at 0% as of 12/31/2024 .
Related Party Transactions, Legal and Trading Policies
- Related party transactions: None requiring disclosure under Item 404(a) .
- Legal proceedings: None involving directors or executive officers .
- Insider trading policy: Prohibits trading on MNPI, imposes blackout periods and pre‑clearance for executives .
- Clawback: SEC/NYSE-compliant recovery policy for erroneously awarded incentive compensation .
Investment Implications
- Pay-for-performance alignment: The 2024 redesign and 2025 target reductions directly tie Dupuy’s future pay to TSR, AFFO per share, dividend coverage, and balance-sheet discipline; near-term PSU tracking at 0% reduces payout risk absent improved TSR, limiting dilution and aligning incentives with shareholders .
- Ownership “skin in the game”: Dupuy beneficially owns ~1.6% of shares and historically elects substantial equity with long 3/5/8‑year cliff vesting; anti‑hedging/margin and no pledging policies further support alignment; however, cliff schedules imply episodic vesting windows that can create concentrated selling pressure if liquidity is needed .
- Retention and severance economics: CEO severance/change‑in‑control benefits are meaningful (illustrative ~$12.0M total at 12/31/2024), with equity acceleration; restrictive covenants mitigate post‑termination risk but severance magnitude is a potential overhang in change-of-control scenarios .
- Execution and risk: 2024 performance was resilient on AFFO and dividends but marred by tenant credit issues and TSR underperformance; leadership actions (no 2024–2027 LTI, target reductions, asset management leadership change) suggest a focus on operating fixes, leasing, and capital discipline that are critical for PSU realization and multiple recovery .
- Governance: Separation of Chair/CEO, independent committees, strong say‑on‑pay support (92%) and a robust clawback/anti‑hedging framework are positives; as an employee-director, Dupuy does not serve on committees and receives no director pay, limiting dual-role conflicts .