William Monroe
About William G. Monroe IV
William G. Monroe IV is Chief Financial Officer and Executive Vice President of Community Healthcare Trust Incorporated (CHCT) and also serves as Corporate Secretary. He is 46 and has served as CFO since June 1, 2023, with a background in healthcare investment banking and leveraged finance, including roles at Truist Securities (SunTrust Robinson Humphrey), J.P. Morgan, Fortress Group, SunTrust Bank, and Accenture; he holds a B.S. from Davidson College and an MBA from Dartmouth’s Tuck School of Business . Company performance under current leadership in 2024 included revenue of $115.8 million (+2.6% YoY), NOI of $93.0 million, AFFO per diluted share of $2.21, 38 consecutive quarters of dividend growth with an 83% AFFO payout ratio, and an upsized $400 million revolver; however, an $11.0 million credit loss reserve related to a tenant resulted in a reported net loss and weighed on shareholder performance, with long-term performance RSUs currently tracking below threshold for zero payout based on results through year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Truist Securities (SunTrust Robinson Humphrey) | Managing Director, Healthcare Investment Banking | 2011–2023 | Led advisory and capital markets across acute, post-acute, alternate site, and healthcare REITs |
| J.P. Morgan | Associate, Syndicated & Leveraged Finance | 2006–2009 | Structured/Executed pro rata bank, leveraged loans, and HY bonds |
| Fortress Group, Inc. | Vice President, Private Equity Placement | 2010–2011 | Originated PE placements |
| SunTrust Bank | Commercial Banking Associate | 2003–2004 | Relationship lending experience |
| Accenture | Consulting Analyst | 2000–2003 | Operations/consulting foundation |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed in proxy filings | — | — | No external directorships or public company board roles disclosed for Mr. Monroe in the available filings |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $280,000 stock-only (joined June 1, 2023) | $494,400 (50% cash, 50% stock) |
| Target Annual Bonus (% of Salary) | Not stated for 2023 program; prior plan mixed individual/company | 100% of base salary target for 2024–2025 cycle |
| Actual Annual Bonus Paid ($) | $48,000 (paid in stock) | $494,400 (paid in stock) |
| 2025 Base Salary ($) | — | $494,400 (no increase vs 2024) |
Performance Compensation
Annual Incentive Framework (effective for period beginning July 1, 2024)
| Metric | Weight | Targeting framework | Interim status (as of 12/31/2024) | Payout calibration | Vesting/form |
|---|---|---|---|---|---|
| AFFO per share | 30% | Threshold 50%, Target 100%, Max 150% (linear interpolation) | Tracking 10–15% above target | 0–150% of target for metric | Paid in cash or elective restricted stock per Alignment program |
| Dividend payout coverage | 20% | Threshold 50%, Target 100%, Max 150% | Tracking 15–20% above target | 0–150% of target for metric | Cash or elective restricted stock |
| Debt to total capitalization | 20% | Threshold 50%, Target 100%, Max 150% | Tracking 15–20% below target | 0–150% of target for metric | Cash or elective restricted stock |
| Individual performance | 30% | Subjective goals; 0–150% range | Not disclosed | Committee discretion | Cash or elective restricted stock |
Notes:
- Under the prior 2023–2024 program (ending June 30, 2024), company performance payout equaled 150% of target, translating to 75% of base salary for the company portion; NEOs elected restricted stock in lieu of cash with eight-year cliff vesting .
Long-Term Equity Incentives (forward-looking 3-year program implemented in 2024)
| Component | Weight | Metric | Hurdles | Award amounts (Monroe) | Vesting |
|---|---|---|---|---|---|
| Performance RSUs (Absolute TSR) | 30% | 3-year absolute TSR CAGR | Threshold 4%, Target 8%, Max 12% annualized | Target 13,563 units (granted 1/2/2024) | Cliff vest at 6/30/2026 if earned |
| Performance RSUs (Relative TSR) | 35% | 3-year TSR vs peer group | Threshold 25th pct, Target 55th pct, Max 80th pct | Target 10,415 units (granted 1/2/2024) | Cliff vest at 6/30/2026 if earned |
| Time-based RSUs | 35% | Service-based | — | 8,062 units (granted 1/2/2024) | One-third vest on each 6/30 of 2024, 2025, 2026 |
Peer group for Relative TSR: GMRE, HR, DOC, MPW, UHT (subject to the Performance-Based RSU Agreement) . Interim status: 2023–2026 performance components tracking below threshold for zero payout based on performance through 12/31/2024 .
Elective Alignment-of-Interest Awards (deferrals of cash into stock)
| Election | Date | Shares acquired | Notes |
|---|---|---|---|
| Salary deferral (up to 50%) | 1/12/2024 | 9,494 | Subject to restriction period chosen (3/5/8 years) and corresponding multiples (0.3x/0.5x/1.0x) based on time to retirement eligibility; restricted shares may not be sold/pledged and cliff-vest at end of restriction period |
| Annual bonus deferral (up to 50% for period beginning 7/1/2024) | 8/8/2024 | 21,751 | Same restriction/multiple framework; black-out and pre-clearance apply under trading policy |
| CFO employment grant | 6/3/2024 | 7,000 | Annual grant per employment agreement; vests equally in 2028, 2029, and 2030 |
Stock options: CHCT does not grant stock options; there is no option timing policy in place (none outstanding) .
Equity Ownership & Alignment
| Item | As of/Period | Detail |
|---|---|---|
| Total beneficial ownership | 3/3/2025 | 138,034 shares; less than 1% of outstanding shares |
| Ownership as % of SO | 3/3/2025 | <1% (28,339,419 shares outstanding) |
| Unvested restricted stock | 12/31/2024 | 69,252 shares; market value $1,330,331 (@ $19.21) |
| Unvested time-based RSUs | 12/31/2024 | 5,375 units; market value $103,254 |
| Unearned performance RSUs (threshold view) | 12/31/2024 | Absolute: 6,782 units ($130,282); Relative: 5,208 units ($100,046) |
| Shares pledged as collateral | 3/3/2025 | None; company states no pledging by directors or NEOs |
| Hedging/margin/hypothecation | Policy | Prohibited for executives/directors; restricted stock may not be sold, assigned, pledged, or transferred during restriction |
| Stock ownership guidelines | Policy | EVP guideline = 3x current base salary; compliance required within 5 years; all executives in compliance as of 3/3/2025 |
| Vesting events in 2024 | 2024 | 2,687 shares vested; value realized $61,935 (avg price at vesting $23.05) |
Black-out periods and pre-clearance: Trading policy requires pre-clearance and imposes black-outs for executive officers and directors .
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | Effective CFO appointment and NEO status June 1, 2023 |
| Base salary | $494,400 effective Jan 1, 2024 (amendment dated Jan 3, 2024) |
| Contract grant provisions | 7,000 restricted shares per year for 3 years beginning June 1, 2023; vest equally in 2028, 2029, 2030 |
| Severance (not for cause) | 12 months of base salary plus the greater of (i) 2× average cash bonus of prior two years or (ii) 2× base salary × 0.33; full vesting of equity awards; medical/dental benefits continue in disability case |
| Change-in-control | 3× base salary plus the greater of (i) 2× average cash bonus of prior two years or (ii) 2× base salary × 0.33; full vesting of equity awards |
| Restrictive covenants | Non-compete and non-solicit apply during severance payment period and for 12 months following termination upon change in control |
| Clawback policy | Compliant with NYSE/SEC Rule 10D; recovers incentive compensation upon material noncompliance/restatement across prior 3 fiscal years |
| Anti-hedging/margin | Hedging, margining, hypothecation prohibited; restricted stock cannot be pledged or transferred during restriction periods |
| Trading policy | Pre-clearance and black-out periods required; policy filed as Exhibit to 2024 10-K |
Post-employment value illustration (company-calculated): As of 12/31/2024, “Not for Cause” termination total value $3,713,905 and “Change-in-Control” total value $4,702,705 (cash severance plus equity acceleration), reflecting closing price $19.21 and contract formulas; retirement/death/disability values also shown in proxy tables .
Compensation Structure Analysis
- Pay mix emphasizes equity and long vesting: Monroe elected to take 50% of salary and 100% of bonus in restricted stock for 2024; Alignment-of-Interest awards add shares via restriction multiples (0.3x/0.5x/1.0x) based on chosen 3/5/8-year vesting, creating strong retention and alignment but increasing headline grant values .
- Shift to forward-looking performance RSUs: 65% of LTI in PSUs tied to 3-year TSR metrics (55th percentile target on relative TSR; 8% CAGR target on absolute TSR), replacing backward-looking structures and aligning with investor feedback; interim tracking is below threshold, indicating potential zero payout absent improvement .
- Governance and market feedback: 2024 say-on-pay support was ~92% after program changes; committee uses Ferguson Partners for benchmarking and maintains anti-hedging, clawback, and ownership guidelines (EVP 3x salary) with reported compliance .
Director Governance (for reference; Monroe is not a director)
- Committee composition: Compensation Committee chaired by Claire Gulmi; independent directors only .
- Meeting cadence: Compensation Committee met 4 times in 2024 .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: Approximately 92% support at May 2024 annual meeting .
- Program adjustments adopted January 2024: Increased objective metric weighting in annual incentives to 70%, instituted forward-looking 3-year PSUs (65% LTI), capped cash deferral elections at 50% and tied restriction multiples to retirement eligibility timing .
Equity Awards Detail (Monroe 2024 grants)
| Grant type | Grant date | Shares/Units | Grant date fair value ($) | Vesting |
|---|---|---|---|---|
| Absolute TSR PSUs (target) | 1/2/2024 | 13,563 | 185,406 | Cliff at 6/30/2026 if earned |
| Relative TSR PSUs (target) | 1/2/2024 | 10,415 | 216,320 | Cliff at 6/30/2026 if earned |
| Time-based RSUs | 1/2/2024 | 8,062 | 214,610 | 1/3 each on 6/30/2024, 2025, 2026 |
| Elective salary deferral (restricted stock) | 1/12/2024 | 9,494 | 247,414 | 3/5/8-year cliff per election |
| CFO Grant (restricted stock) | 6/3/2024 | 7,000 | 165,550 | Equal tranches in 2028–2030 |
| Elective annual bonus deferral (restricted stock) | 8/8/2024 | 21,751 | 412,181 | 3/5/8-year cliff per election |
Multi-Year Compensation (Summary Compensation Table)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary – cash ($) | — | 247,200 |
| Salary – stock ($) | 280,000 | 247,200 |
| Bonus – cash ($) | — | — |
| Bonus – stock ($) | 48,000 | 494,400 |
| Stock awards ($) | 1,063,678 | 1,359,450 |
| All other comp ($) | 13,025 | 13,171 |
| Total ($) | 1,404,703 | 2,361,421 |
Performance-based incentive composition (company table): In 2024, Monroe’s performance-based incentives totaled $1,226,089 (51.9% of total comp), comprising bonus stock, alignment-of-interest stock, absolute and relative TSR units .
Risk Indicators & Red Flags
- Pledging/Hedging: None permitted; no pledging by NEOs reported .
- Option repricing: Not applicable; company does not grant options .
- Related party transactions: None requiring disclosure .
- Legal proceedings: None involving directors/NEOs reported .
- Clawback: Robust NYSE/SEC-compliant policy covering prior 3 years .
- Trading controls: Black-out periods and pre-clearance required .
Compensation Peer Group (for benchmarking)
Peer companies used for 2024 include CareTrust REIT, Global Medical REIT, NHI, LTC Properties, Easterly Government Properties, CTO Realty Growth, NETSTREIT, Plymouth Industrial REIT, City Office REIT, BRT Apartments, One Liberty Properties, Postal Realty Trust, UMH Properties, and Sila Realty Trust .
Investment Implications
- Alignment and retention: Monroe’s heavy use of elective stock deferrals, long 3/5/8-year cliff vesting, and sizable unvested balances create strong retention hooks and reduce near-term selling pressure; restricted shares cannot be sold or pledged, and trading is controlled via black-outs and pre-clearance .
- Performance sensitivity: With 65% of LTI tied to forward TSR metrics and current tracking below threshold, realized pay is likely to be constrained unless relative/absolute TSR improve through mid-2026, aligning incentives with shareholder returns .
- Change-of-control economics: Severance of 3× salary plus bonus formula and full equity acceleration on change-in-control provide meaningful protection and potential cost to shareholders in a transaction; standard non-compete/non-solicit terms apply .
- Governance support: Strong say-on-pay (92%) post-program changes indicates shareholder acceptance of pay design; ownership guideline compliance (EVP 3× salary) and no pledging/hedging reduce alignment risk .