Robert Hensley
About Robert Hensley
Robert Hensley (age 67) has served as an independent director of Community Healthcare Trust Incorporated (CHCT) since 2015. A CPA with a B.S. in Accounting and a Master’s of Accountancy from the University of Tennessee, Hensley brings 40+ years of experience across healthcare, insurance, real estate, and private equity, including audit leadership and forensic investigations. He is the principal owner of two real estate and rental property development companies, a former Audit Partner at Ernst & Young and Arthur Andersen (Managing Partner, Nashville office), and since 2006 has been a Senior Advisor to Alvarez & Marsal’s healthcare and transaction advisory services groups .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen (Nashville office) | Audit Partner; Managing Partner (Nashville) | Audit Partner 1990–2002; Managing Partner 1997–2002 | Led significant M&A, governance, risk identification, and forensic investigations |
| Ernst & Young | Audit Partner | 2002–2003 | Public company audit leadership |
| Alvarez & Marsal, LLC | Senior Advisor (Healthcare and Transaction Advisory) | 2006–present | Advisory on healthcare industry risks and transactions |
| Real estate companies (two) | Principal owner | Ongoing | Real estate and rental property development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diversicare Healthcare Services, Inc. | Director | 2005–2021 | Board oversight at post-acute care provider |
| Capella Healthcare | Director | 2008–2015 | Health system governance |
| Greenway Medical Technologies | Director | 2011–2013 | Health IT oversight |
| HealthSpring, Inc. | Director | 2006–2012 | Managed care governance |
| Comsys IT Partners, Inc. | Director | 2006–2010 | Technology services oversight |
| Spheris, Inc. | Director | 2006–2010 | Healthcare transcription services governance |
| Private companies (several) | Director | Current | Board service across multiple private firms |
Board Governance
- Independence: The Board affirmatively determined Hensley is independent under NYSE rules, SEC Rule 10A‑3, and CHCT’s Corporate Governance Guidelines .
- Committee assignments: Audit Committee (Chair); Compensation Committee (member). Audit Committee met 4 times in 2024; Compensation Committee met 4 times in 2024 .
- Financial expertise: Hensley qualifies as an “audit committee financial expert” under SEC and NYSE standards .
- Attendance and engagement: The Board held 4 meetings in 2024; each director attended >75% of Board and applicable committee meetings. Independent directors held 4 executive sessions in 2024 .
- Board leadership: Independent Chairman (Alan Gardner) leads executive sessions of independent directors; role includes oversight of management plans and committee risk coverage .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Paid in Cash | 20,000 |
| Fees Paid in Stock | 65,000 |
| Stock Awards (grant-date fair value) | 148,051 |
| Total | 233,051 |
- Structure: The annual cash retainer for non-employee directors was increased from $50,000 to $65,000 effective at the 2024 annual meeting; Audit Committee Chair retains $20,000; Compensation and ESG Chairs $17,500; Board Chair $100,000 .
- Equity election mechanics: Directors may elect to take retainers in restricted stock; restriction multiples add 0.2x/0.4x/0.6x for 1/2/3-year restriction periods; shares are subject to forfeiture and three-year cliff vesting; dividends accrue to restricted shares during restriction periods .
Performance Compensation
- Annual director equity grant: Each non-employee director receives restricted stock with a market value of $110,000 annually (three-year cliff vesting; no restriction multiple on these grants). 2024 grant-date stock price: $24.92 (May 2, 2024); retainer deferral determination price: $24.05 (May 16, 2024) .
- Company-wide incentive framework (Hensley oversees as Compensation Committee member):
- Annual incentive metrics and weights (for NEOs):
Metric Weight Threshold/Target/Max Structure AFFO per share 30% Payout linearly scaled (50%/100%/150%); below threshold = 0% Dividend payout coverage 20% As above Debt to total capitalization 20% As above Individual performance 30% Subjective, 0–150% payout - Long-term RSUs (forward-looking 3-year):
Metric Weight Hurdles (payout at 50%/100%/200%) Relative TSR vs. peer group 35% 25th/55th/80th percentile Absolute TSR (CAGR) 30% 4%/8%/12% annualized Time-based RSUs 35% 1/3 vests each June 30 over 3 years
- Annual incentive metrics and weights (for NEOs):
Other Directorships & Interlocks
| Company | Sector | Role | Tenure | Notes |
|---|---|---|---|---|
| Diversicare Healthcare Services, Inc. | Healthcare services | Director | 2005–2021 | Prior public board |
| Capella Healthcare | Hospitals | Director | 2008–2015 | Prior board |
| Greenway Medical Technologies | Health IT | Director | 2011–2013 | Prior public board |
| HealthSpring, Inc. | Managed care | Director | 2006–2012 | Prior public board |
| Comsys IT Partners, Inc. | IT services | Director | 2006–2010 | Prior board |
| Spheris, Inc. | Healthcare transcription | Director | 2006–2010 | Prior board |
- Related-party/Interlocks: CHCT’s Audit Committee reported no related party transactions requiring disclosure under Item 404(a) for 2024 .
Expertise & Qualifications
- CPA with deep audit, accounting, and transaction advisory experience; forensic investigations, corporate governance, and risk management expertise .
- Designated audit committee financial expert; financially literate under NYSE standards .
- Board matrix indicates skills in accounting, finance, risk management, governance/ethics, strategic oversight, technology, and REIT/real estate .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 70,670 shares |
| % of shares outstanding | ≈0.25% (70,670 / 28,339,419) |
| Pledged shares | None pledged by any director or NEO |
| Ownership guidelines | Non-employee directors: 3x current base annual retainer; all directors in compliance as of March 3, 2025 |
| Hedging/margining policy | Company prohibits hedging, margining, or hypothecation; restricted stock cannot be pledged or transferred during restriction periods |
Governance Assessment
- Board effectiveness and oversight: As Audit Chair and a designated financial expert, Hensley leads oversight of accounting, internal control over financial reporting, auditor independence, and financial risk. Audit met 4x in 2024; Compensation met 4x; all committees composed exclusively of independent directors .
- Independence and engagement: Independent under NYSE/SEC; Board met 4x with each director attending >75% of meetings; independent directors held 4 executive sessions; no requirement to attend the annual meeting (2024 attendees included Gardner, Dupuy, Van Horn) .
- Pay-for-performance alignment: As Compensation Committee member, Hensley oversaw 2024 program changes increasing objective metrics to 70% of annual incentives and implementing forward-looking TSR-based RSUs; 2024 say‑on‑pay received ~92% approval, indicating strong shareholder support .
- Director compensation mix: Hensley’s 2024 director pay comprised $65k stock retainers and $148k stock awards with 3-year cliff vesting—structurally emphasizing equity alignment and forfeiture risk for early departure .
- Ownership alignment and restrictions: Compliant with 3x retainer ownership guideline; anti‑hedging/margining policy enforced; no pledging; trading subject to blackout and pre‑clearance (Securities Trading Policy filed with the 2024 10‑K) .
- Potential conflicts and red flags:
- Principal ownership of two real estate development companies suggests a theoretical related‑party exposure; however, Audit Committee reported no related party transactions requiring disclosure and Board affirmed independence after review—monitor but no current red flag .
- Legal proceedings: None involving directors or officers reported .
- Committee independence and consultant conflicts: Compensation Committee members were independent; use of Ferguson Partners Consulting for director and executive compensation advice disclosed; fee $20,000 in 2023 for director compensation review .
Overall signal: Strong governance credentials, financial oversight expertise, and equity‑heavy director compensation support investor alignment; no disclosed related‑party transactions or hedging/pledging, with robust committee independence and responsive executive pay design changes following shareholder feedback .