Leigh Ann Stach
About Leigh Ann Stach
Leigh Ann Stach, age 58, serves as Executive Vice President and Chief Accounting Officer at Community Healthcare Trust (CHCT). She has held the CAO role since the company’s formation in March 2014 and has been Executive Vice President since May 2019; she is a licensed CPA with a B.S. in Accounting from Western Kentucky University, and her background includes leadership in financial reporting, EDGAR/XBRL, compliance and internal audit at healthcare real estate and services companies . Her incentive design links pay to TSR (relative and absolute), AFFO per share, dividend payout coverage, leverage, and individual performance—aligning compensation with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Healthcare Trust (CHCT) | Chief Accounting Officer | 2014–present | Led financial reporting since formation; senior finance leadership for a public REIT |
| Community Healthcare Trust (CHCT) | Executive Vice President | 2019–present | Executive leadership across accounting and reporting; expanded scope beyond CAO |
| Healthcare Realty Trust (HR) | Vice President — Financial Reporting | 2005–2013 | Responsible for financial reporting; coordinated due diligence for capital markets; brought EDGAR/XBRL filings in-house; oversight of compliance and internal audit |
| Healthcare Realty Trust (HR) | Vice President — Controller | 1997–2005 | Controller leadership in a public healthcare REIT |
| Healthcare Realty Trust (HR) | Assistant Controller | 1994–1997 | Assisted in controllership and financial operations |
| Hospital Corporation of America (HCA) | Senior Accountant — Financial Reporting | 1991–1994 | Financial reporting for a large healthcare operator |
| Hospital Corporation of America (HCA) | Internal Auditor | 1988–1991 | Internal audit; foundational control and compliance experience |
Fixed Compensation
- Base salary: $459,600 (2024); no increase for 2025 per Committee decision to align with performance .
- Target annual bonus: 100% of base salary .
- 2024 elections: executives elected to take 50% of salary and 100% of bonus in restricted stock with 3-, 5-, or 8-year cliff vesting, contributing to “Bonus Stock” amounts shown in compensation tables .
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $446,214 (implied pre-3% increase) | $459,600 |
| Target Bonus (% of Salary) | 100% | 100% |
Performance Compensation
Annual Incentive Rewards (Company and Individual Metrics)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| AFFO per share | 30% | Not disclosed | Not disclosed | Not disclosed | Bonus stock elections subject to 3-, 5-, or 8-year cliff vesting |
| Dividend payout coverage | 20% | Not disclosed | Not disclosed | Not disclosed | 3-, 5-, or 8-year cliff vesting |
| Debt to total capitalization | 20% | Not disclosed | Not disclosed | Not disclosed | 3-, 5-, or 8-year cliff vesting |
| Individual performance | 30% | Not disclosed | Not disclosed | Aggregate NEO cash awards ≈$492,609; all elected restricted shares in lieu of cash (8-year cliff) | 8-year cliff for elected deferrals |
Long-Term Equity Incentive Awards (Forward-Looking)
| Component | Weighting | Hurdles | Payout Curve | Vesting | Peer Group |
|---|---|---|---|---|---|
| Relative TSR vs peer group (3-year PSUs) | 35% | Threshold 25th percentile; Target 55th; Max 80th | 50%–200% with straight-line interpolation (0% below threshold) | Cliff vest at end of 3-year performance period | GMRE, HR, Healthpeak Properties Inc. (NYSE: DOC per filing), MPW, UHT |
| Absolute TSR (3-year PSUs) | 30% | Threshold 4% annualized; Target 8%; Max 12% | 50%–200% | Cliff vest at end of 3-year performance period | N/A (absolute) |
| Time-based RSUs | 35% | N/A | N/A | One-third vests each June 30 over 3-year service period | N/A |
| Annual target LTI (as % of salary) | — | — | — | — | 125% of base salary for Executive Vice President (incl. Stach) |
Multi-Year Compensation Summary (Named Executive Officer: Leigh Ann Stach)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Compensation ($) | 2,342,141 | 2,495,269 | 1,881,913 |
| Bonus Stock ($) | 472,075 | 535,457 | 459,600 |
| Alignment of Interest Stock ($) | 944,691 | 1,054,083 | 306,738 |
| Absolute TSR-based Units ($) | 102,625 | 111,554 | 172,351 |
| Relative TSR-based Units ($) | 410,500 | 334,661 | 201,095 |
| 3-Year TSR Stock ($) | 121,800 | — | — |
| 5-Year TSR Stock ($) | 487,200 | — | — |
| Total Performance-Based Incentive Compensation ($) | 1,929,891 | 2,035,755 | 1,139,784 |
| Performance-Based % of Total (%) | 82.4 | 81.6 | 60.6 |
Equity Ownership & Alignment
- Stock ownership guidelines: Executive Vice President multiple = 3x current base salary; all executives in compliance as of March 3, 2025 .
- Anti-hedging/margin/pledging: Company prohibits hedging, margining, hypothecation; restricted stock may not be sold, assigned, pledged or otherwise transferred; none of the executive officers have hedged/margined/hypothecated company securities . No pledged shares by any director or NEO as of March 3, 2025 .
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (shares) | 414,144 |
| Ownership as % of shares outstanding | 1.5% (based on 28,339,419 shares outstanding) |
| Unvested restricted stock (shares) | 232,190; market value $4,460,370 at $19.21 on 12/31/2024 |
| Time-based RSUs unvested (units) | 4,997; market value $95,992 at $19.21 on 12/31/2024 |
| Performance-based RSUs unearned (Absolute) | 6,304 at threshold; market value $121,100 at $19.21 |
| Performance-based RSUs unearned (Relative) | 4,841 at threshold; market value $92,996 at $19.21 |
| Shares vested in 2024 (count; value realized) | 15,975; $363,682 (avg prices $23.05, $26.08, $19.06) |
Vesting schedules:
- Time-based RSUs: Stach’s outstanding time-based units scheduled to vest in two equal installments on June 30, 2025 and June 30, 2026 .
- Restricted stock: cliff vesting periods of 3, 5, or 8 years; outstanding restricted shares vest through 2032 (subject to continued employment) .
Employment Terms
- Employment agreement: base salary $459,600 (as amended January 3, 2024); full vesting of all equity awards if terminated other than for cause or voluntary termination; disability term includes continued medical/dental benefits through current one-year term .
- Severance economics:
- Not-for-cause termination: 12 months of base salary plus the greater of (i) 2x average annual cash bonus for prior two years or (ii) 2x base salary × 0.33, payable in installments; full acceleration of equity awards .
- Change-in-control: cash severance equals 36 months of base salary plus the greater of (i) 2x average annual cash bonus for prior two years or (ii) 2x base salary × 0.33, payable in installments; full acceleration of equity awards .
- Potential payments at 12/31/2024:
| Scenario | Cash Severance ($) | Accelerated Vesting — Restricted Stock ($) | Accelerated Vesting — RSUs ($) | Total ($) |
|---|---|---|---|---|
| Not-for-cause termination | 1,454,657 | 7,214,546 | 524,183 | 9,193,386 |
| Change-in-control | 2,373,857 | 7,214,546 | 524,183 | 10,112,586 |
| Death or disability | — | 7,214,546 | 524,183 | 7,738,729 |
| Retirement | — | 7,214,546 | 524,183 | 7,738,729 |
Clawback policy: Board adopted a recovery policy compliant with NYSE and SEC Rule 10D/10D-1 to recoup incentive-based compensation following certain restatements (lookback over preceding three fiscal years) .
Compensation Committee Analysis
- Governance and methodology: Compensation Committee has final authority; uses 2024 Incentive Plan and Alignment of Interest Program with long vesting restricted stock to align long-term decision-making; forfeiture if goals not achieved or time-based restrictions do not lapse .
- Independent consultant: Ferguson Partners Consulting (FPC) retained in 2024 to advise on market practices .
- Equity instruments: Company does not grant stock options or SARs and has no timing policy for such instruments; awards are restricted stock and RSUs with long vesting and/or TSR-linked performance .
- Committee leadership: Compensation Committee Chair — Claire Gulmi .
- Program highlights: 70% of annual incentive rewards tied to specific company goals; majority of equity is forward-looking, performance-based RSUs (65%); ability to elect equity in lieu of cash for salary/bonus .
Investment Implications
- Strong pay-for-performance alignment and long-dated vesting reduce near-term selling pressure; restricted stock cannot be sold, assigned, pledged, or transferred before vest, and executives historically elect substantial equity in lieu of cash .
- Material unvested equity exposure (232,190 restricted shares; 4,997 time-based RSUs; 11,145 performance RSUs at threshold) suggests ongoing retention incentives and potential future share issuance upon vesting; vest dates center on June 30 (time-based) and June 30, 2026 for the current PSU performance period .
- Severance and change-in-control economics include accelerated vesting and substantial cash components; for Stach, potential payments at 12/31/2024 were $9.19M (not-for-cause) and $10.11M (CIC), indicating meaningful protection but also an overhang in a transaction scenario .
- Ownership and governance indicators are favorable: 414,144 shares owned (1.5% of outstanding), compliance with 3x salary ownership guideline for EVPs, no pledging/hedging, and TSR-based LTI against a defined healthcare REIT peer set targeting above-median performance (55th percentile at target) .