Jeffrey Busch
About Jeffrey Busch
Jeffrey Busch (age 67) is Founder of GMRE, serving as Chairman since August 2015 and Chief Executive Officer and President since August 2017; he is not independent per NYSE standards and committee rosters, and he agreed to a transition and separation arrangement on January 8, 2025 to step down from CEO while remaining on the Board . He holds a B.A. from NYU Stern, an MPA from NYU, and a J.D. from Emory University, and has a 30-year real estate track record including billions in transactions and healthcare-focused roles and appointments (including U.S. presidential appointments and service as a UN delegate in Geneva) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Medical REIT Inc. | Founder; Chairman (since Aug 2015); CEO & President (since Aug 2017) | Director since Sep 2014; Executive roles ongoing through 2025 transition | Strategic leadership; healthcare real estate expertise |
| Inter-American Management LLC (IAM) | President (external advisor to GMRE prior to internalization) | Prior to 7/9/2020 internalization | Oversaw advisor; internalization completed 7/9/2020 |
| Safe Blood International Foundation | President | Since 2001 | Oversees medical facility establishment in 35 developing nations |
| U.S. Government / UN (Geneva) | Presidential appointments; U.S. delegate | Dates not specified | Policy/representation roles |
External Roles
| Organization | Role | Tenure | Notes / Potential Interlocks |
|---|---|---|---|
| IMAC Holdings, Inc. (NASDAQ) | Chairman | Current | Medical cancer company; no GMRE-related transactions disclosed |
| Arena Stage (non-profit) | Board Member | Not specified | Company made a $10,000 charitable donation at his request in 2022 |
Board Governance
- Independence: Not independent; executive Chair/CEO. Independent directors are identified with “†” (Busch not marked) .
- Committee memberships: None listed; Audit, Nominating & Corporate Governance, Compensation, and ESG Committees comprise independent directors only for 2025 (chairs: Audit—Wittman; Nominating—Cypher; Compensation—Crowley; ESG—Cole) .
- Attendance: Board held 13 meetings in 2024; all directors met >75% attendance and all attended the 2024 annual meeting .
- Executive sessions: Compensation Committee meets in executive sessions without management .
- Say-on-frequency: ~95% supported annual say-on-pay frequency at 2024 meeting; Board adopted annual votes .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $650,000 | $700,000 | $700,000 |
| Target Bonus (% of Salary) | ≥100% (Employment Agreement) | ≥100% | ≥100% |
| Cash Bonus Paid (Non-Equity Incentive Plan) ($) | $319,215 | $401,100 | $341,796 |
| Stock Awards (Grant-Date Value) ($) | $860,000 | $1,080,000 | $1,480,000 |
- Employment Agreement: 4-year term (amended 1/27/2021), auto-renewal for successive 1-year periods; CEO reports to Board; eligible for equity/LTIP units .
- Clawback: Effective 10/18/2023; recoupment for restatements after 10/2/2023 .
- Hedging/Pledging: Hedging prohibited; as of 2/28/2025, no shares of executives/directors pledged .
Performance Compensation
| Program | Metric | Weight | Threshold | Target | Maximum | Performance Period | Vesting Mechanics |
|---|---|---|---|---|---|---|---|
| 2024 Long-Term Equity Incentive Plan | Relative TSR vs Dow Jones U.S. Real Estate Healthcare Index | 25% | 35th percentile (50% of Target) | 55th percentile (100%) | 75th percentile (200%) | 3 years from grant date | 50% vests at valuation date (Feb 21, 2027), 50% one year later, service-based |
| 2024 Long-Term Equity Incentive Plan | Absolute TSR | Not specified in weight here | Forfeited if TSR <15%; linear interpolation 15–24–36% tiers | See plan | See plan | 3 years from grant date | As above |
| 2024 Annual Incentive Plan (Equity Component) | LTIP Units | N/A | Target units 29,016 | Committee later determined 23,613 contingently earned (Feb 2025) | Max 1.5× target units | Annual | 50% settles 2/26/2025; 50% on 2/26/2026, service-based |
2024 LTIP Awards Granted (Grant Date 2/21/2024):
| Item | Value ($) | Units |
|---|---|---|
| Time-Based Award | $600,000 | 62,176 units (priced at $9.65 per share avg) |
| Performance-Based Award | $600,000 | 64,034 target units (Monte Carlo valuation) |
| AIP Equity (Target) | $— | 29,016 units (max 1.5× target) |
2024 Option Exercises: None; Company disclosed no stock options outstanding for NEOs in 2024 .
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Roles | Potential Conflict / Interlock |
|---|---|---|---|---|
| IMAC Holdings, Inc. | NASDAQ | Chairman | Not disclosed here | Healthcare company; no GMRE transactions disclosed |
| Arena Stage | — | Board Member | — | Charitable donation of $10,000 made at Mr. Busch’s request in 2022 |
Expertise & Qualifications
- 30-year real estate background; billions in transaction experience; specialization in healthcare real estate .
- Degrees: BA (NYU Stern), MPA (NYU), JD (Emory) .
- Global health leadership via Safe Blood International Foundation; government and UN experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Out. | Notes |
|---|---|---|---|
| Jeffrey Busch | 677,960 | 1.0% | Includes OP Units/LTIP Units redeemable; address c/o GMRE |
| Pledging Status | — | — | No pledged shares as of 2/28/2025 |
Outstanding Equity Awards at FY2024 End (Market Value at $7.72 close on 12/31/2024):
| Category | Units | Market Value ($) |
|---|---|---|
| Unvested time-based LTIP Units (multiple grants) | 128,289 | $990,391 |
| Unearned performance/annual incentive LTIP Units (target) | 88,692 | $684,702 |
Executive Equity Ownership Policy: By April 14, 2026, CEO must own ≥5× base salary in stock/LTIP units; compliance status not disclosed .
Fixed Compensation (Director)
- Independent director compensation table lists only independent directors; Mr. Busch is not included, indicating no separate director cash/equity retainers beyond his executive compensation .
Employment & Contracts
- Employment Agreements (7/9/2020; amended 1/27/2021): 4-year term; auto-renew for 1-year periods; target annual cash bonus opportunity ≥100% of base salary; eligibility for LTIP Units and other long-term awards; participation in benefit programs .
- Non-compete / Non-solicit: For Busch, 18-month post-termination non-compete and non-solicitation; confidentiality, IP, and non-disparagement covenants .
- Separation Agreement (1/8/2025): Transition plan to new CEO through first to occur of successor start or 6/30/2025; separation benefits per Employment Agreement upon cessation of employment; continued Board service anticipated .
Change-in-Control & Severance Provisions (Illustrative amounts as of 12/31/2024; share price $7.72)
| Scenario | Cash Severance ($) | LTIP Vesting ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Death/Disability | $700,000 | $990,399 | $14,580 (COBRA) | $1,704,979 |
| Company Non-Renewal | $3,500,000 | $990,399 | $14,580 | $4,504,979 |
| Termination Without Cause | $3,500,000 | $990,399 | $14,580 | $4,504,979 |
| Good Reason Resignation | $3,500,000 | $990,399 | $14,580 | $4,504,979 |
| Change-in-Control Termination | $4,900,000 (3× salary+target bonus + target bonus) | $990,399 | $14,580 | $5,904,979 |
Performance & Track Record
Pay vs Performance (Item 402(v)):
| Year | PEO Summary Comp ($) | PEO Comp Actually Paid ($) | TSR ($100 initial) | Peer TSR ($100 initial) | Net Income ($000s) | AFFO/Share ($) |
|---|---|---|---|---|---|---|
| 2020 | $3,086,114 | $3,182,518 | $106 | $92 | $(2,499) | $0.88 |
| 2021 | $1,506,795 | $2,867,359 | $152 | $132 | $18,342 | $0.95 |
| 2022 | $1,839,215 | $(1,034,220) | $88 | $100 | $19,996 | $0.98 |
| 2023 | $2,181,100 | $2,523,417 | $112 | $114 | $21,734 | $0.91 |
| 2024 | $2,521,796 | $1,945,919 | $86 | $124 | $6,692 | $0.89 |
Governance Assessment
- Role/Independence: Executive Chair and (through H1 2025) CEO; not independent. Concentration of power is a material governance risk for board effectiveness and oversight. RED FLAG .
- Committee Separation: All core board committees (Audit, Compensation, Nominating, ESG) are fully independent and chaired by independent directors, mitigating some risks of executive influence .
- Attendance/Engagement: Board met 13 times in 2024; directors met attendance standards; governance guidelines expect annual meeting attendance .
- Pay Structure: CEO compensation blends cash, time-based LTIP, and performance LTIP tied to TSR (absolute and relative). TSR underperformance vs peers in 2024 (GMRE TSR $86 vs peer $124 per $100 initial) may reduce earned performance awards and aligns pay downwards—constructive from investor alignment perspective .
- Severance Multiples: CIC termination implies approx. 3× salary+target bonus plus target bonus, totaling $4.9M cash; overall CIC package totals ~$5.9M including LTIP vesting. Elevated multiples signal shareholder cost risk in control transactions. RED FLAG .
- Clawback/Hedging: Strong clawback policy and hedging prohibition; no pledging disclosed (positive alignment signals) .
- Related Party/Conflicts: 2022 $10,000 corporate donation at Busch’s request to a non-profit where he serves on the board (de minimis, but governance-sensitive). Company disclosed employment of another director’s family member with independent approval process; no Busch family transactions disclosed .
- Transition Risk: Separation Agreement dated 1/8/2025 to transition CEO role; anticipates continued Board service—monitor successor integration and board independence dynamics .
Overall: Board committee independence and clawback/hedging policies are positives. Busch’s dual role and high CIC multiples are governance concerns; TSR underperformance in 2024 versus peers is reflected in performance plan mechanics, which is a constructive alignment feature .
Notes on Missing Items
- Director-specific compensation (retainers/fees): Disclosed only for independent directors; Mr. Busch not listed separately, implying no director-specific pay beyond executive compensation .
- Ownership guideline compliance status: Policy disclosed; individual compliance status for Busch not disclosed .
- Insider trades: Not disclosed in proxy; Form 4 data not included in available documents.