Henry Cole
About Henry Cole
Henry Cole is an independent director of GMRE, serving on the Board since August 2015; he is 80 years old and brings 40+ years of executive leadership in global health and medical program implementation, technology, market development, and service delivery . He holds a B.A. in Economics from Yale and an M.A. with completed Ph.D. studies (ABD) in Political Economy at Johns Hopkins; his background includes roles at Tulane’s Economics faculty, the U.S. President’s Council of Economic Advisors (intern), and senior leadership positions at Futures Group International and Camris International . He is President of Global Development International, LLC (since 2007) and has extensive international experience across 40+ countries . GMRE designates him as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Development International, LLC | President | 2007–present | Development support/management across medical programs and products |
| Camris International, Inc. | Vice President for Strategy | 2007–2010 | Technologies/services for infectious disease, radiation diagnostics, pulmonary care |
| Futures Group International & Futures Group Holdings | President & Corporate Officer | 1981–2005 | Expanded to 40+ country offices; infectious disease policy/services; founded subsidiaries (Futures Group UK, Futures Health Corps, North Star Health) |
| Center for Advanced Studies of General Electric | Director of Population Programs | 1971–1979 | Population programs leadership |
| Tulane University | Faculty of Economics | 1969–1972 | Academic instruction and research |
| U.S. President’s Council of Economic Advisors | Staff Intern | 1969–1970 | Economic policy support |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Avant (cancer diagnostics company) | Board member | To June 2020 | Governance for diagnostics focus |
| The Millennium Project | Board member | To 2006 | Futures research initiative governance |
| Futures Institute for Sustainable Development | Board member | To 2009 | Sustainable development oversight |
| Foundation Against HIV and AIDS | Board member | To 2011 | Public health nonprofit governance |
| Kids Save International | Board member | To 2012 | Child welfare initiatives |
| Triple Win International | Board member | To 2013 | International ventures governance |
Board Governance
- Committee assignments (effective Jan 1, 2025): Audit Committee member; Nominating & Corporate Governance Committee member; Compensation Committee member; Chair of the ESG Committee .
- Independence and expertise: All members of Audit and Nominating committees, including Cole, are independent; Audit Committee members meet financial literacy requirements; Wittman is the designated audit committee financial expert (Cole is not named as the financial expert) .
- Attendance: Board held 13 meetings in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity level in 2024: Audit (6 meetings), Compensation (6), Nominating & Corporate Governance (7), ESG (4) .
- Compensation governance: Compensation Committee uses independent consultant Farient Advisors to benchmark and design annual and long-term incentive plans; retained authority for advisors and subcommittees .
- Lead Independent Director: GMRE pays an additional cash retainer for the Lead Independent Director role ($25,000) as part of director compensation structure (role holder not specified) .
Fixed Compensation
| 2024 Director Cash Retainer Schedule | Amount ($) |
|---|---|
| Independent director annual cash retainer | 55,000 |
| Lead Independent Director additional retainer | 25,000 |
| Audit Chair additional retainer | 20,000 |
| Audit member additional retainer | 10,000 |
| Compensation Chair additional retainer | 15,000 |
| Compensation member additional retainer | 7,500 |
| Nominating & Corporate Governance Chair | 15,000 |
| Nominating & Corporate Governance member | 7,500 |
| ESG Chair | 15,000 |
| ESG member | 7,500 |
| Henry Cole – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | 105,000 |
| Stock awards (equity) | 80,000 |
| Total | 185,000 |
- Mix and alignment: Cash 105,000 vs equity 80,000 implies ~57% cash / ~43% equity mix for 2024, supporting alignment through equity while compensating committee workload .
Performance Compensation
| 2024 Equity Grant Terms for Independent Directors | Details |
|---|---|
| Instrument | Time-based LTIP Units (profits interests in OP; convertible 1:1 to OP Units, redeemable to common or cash at Company option) |
| Grant date and valuation basis | May 15, 2024; priced at 10-day VWAP $8.59 per LTIP Unit |
| Award value (Cole) | $80,000 |
| Units (Cole) | 9,316 LTIP Units (unvested as of Dec 31, 2024) |
| Vesting | Generally vest on first anniversary of grant date (time-based; no performance metrics) |
No director performance metrics were disclosed for equity awards; independent director grants are service-based only, unlike NEO awards tied to AFFO/share, occupancy, leverage, acquisitions, individual goals, and TSR metrics .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | None disclosed; no GMRE executive served on the board or compensation committee of another entity with reciprocal interlocks |
| Other public company boards (current) | Not disclosed for Cole in 2025 proxy; prior board roles listed above appear primarily nonprofit/private or unspecified |
Expertise & Qualifications
- Education: B.A. Economics (Yale); M.A. and completed Ph.D. studies (ABD) in Political Economy (Johns Hopkins) .
- Sector expertise: Health/medical programs, diagnostics, global service delivery and market development; leadership across 40+ countries .
- Financial literacy: Meets NYSE/SEC audit committee financial literacy standards as current Audit Committee member .
Equity Ownership
| Holder | Direct Shares | Vested LTIP Units | Unvested LTIP Units | Total Beneficial Ownership | % of Shares |
|---|---|---|---|---|---|
| Henry Cole | 7,732 | 34,692 | 9,316 (as of 12/31/2024) | 42,424 | <1% (asterisk per table) |
- Ownership guidelines: Directors must hold LTIP Units or common stock equal to 3x annual cash retainer; since March 5, 2024, each director meets the requirement .
- Hedging/pledging: Prohibited by policy; no pledged shares reported for directors/officers as of Feb 28, 2025 .
Governance Assessment
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Positive signals:
- Long-tenured independent director with deep healthcare/global operations experience aligned to GMRE’s strategy .
- Strong committee engagement (Audit, Compensation, Nominating & Governance) and ESG Committee chair role indicates active oversight and stewardship .
- Board-level equity ownership policy, hedging/pledging prohibitions, and clawback policy bolster investor alignment and risk management .
- Attendance: No director below 75% across a highly active Board year (13 meetings), supporting engagement .
- Use of independent compensation consultant (Farient) and annual say-on-pay frequency supported by ~95% shareholder vote (annual cadence) .
-
Potential conflicts and controls:
- Related-person exposure: Cole’s son (Brandon Cole) is GMRE’s Director of Operations (approx. $160,000 2024 compensation); Cole had no role in setting his compensation; COO and CFO determined comp, CEO approved; Nominating & Governance and Audit Committees ratified; Cole abstained at Audit Committee—appropriate conflict management and oversight .
- Instrument structure: Director equity uses time-based LTIP Units with one-year vesting; while it aligns ownership, absence of director-level performance metrics means alignment relies on holding requirements rather than performance gating .
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Compensation structure observations:
- 2024 director cash-plus-equity mix for Cole ($105k cash, $80k equity) reflects committee load plus equity alignment; board retains discretion to revise director compensation .
- Committee retainer schedule shows meaningful differentiation for chairs/members across Audit, Compensation, Nominating/Governance, ESG, and Lead Independent Director, supporting role-based accountability .