Mark Decker Jr.
About Mark Decker Jr.
Mark O. Decker Jr., age 49, was appointed Chief Executive Officer and President of Global Medical REIT (GMRE) effective June 23, 2025 and concurrently joined the Board, serving until the 2026 annual meeting unless re-elected . He holds a BA in History from William & Mary and previously led Centerspace (NYSE: CSR) as President/CEO/Trustee, and later as CEO/CIO, and served as Managing Director and U.S. Group Head of Real Estate Investment and Corporate Banking at BMO Capital Markets . GMRE’s 2024 operating context includes rental revenue of $138.4M (down from $140.9M in 2023), AFFO per share of $0.89, and dividends per share of $0.84 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Centerspace (NYSE: CSR) | President, CEO, Trustee; later CEO & CIO | 2017–2023 | Led transition to a focused owner-operator model, emphasizing earnings quality, balance sheet simplicity, and performance-oriented culture . |
| BMO Capital Markets | Managing Director; U.S. Group Head, Real Estate Investment & Corporate Banking | 2011–2016 | Senior banking leadership focused on growth and transformational transactions for public real estate owner/operators . |
| Proterra Investment Partners | Managing Partner (Net Lease strategy) | May 2023–Jun 2025 | Co-led net lease strategy; now permitted Strategic Adviser role with limits while serving as GMRE CEO . |
External Roles
| Organization | Role | Period | Notes |
|---|---|---|---|
| Alpine Income Property Trust (NYSE: PINE) | Director | Nov 2019–Oct 2024 | Public company board experience . |
| Proterra Investment Partners | Strategic Adviser (permitted) | As GMRE CEO | No compensation; limited advisory scope; must avoid conflicts and use of GMRE confidential information . |
Fixed Compensation
| Component | Amount/Terms | Timing |
|---|---|---|
| Base Salary | $700,000 annually | Effective Jun 23, 2025 |
| Target Annual Bonus | 100% of base salary; payable in mix of cash and LTIP Units; performance criteria set by Board | Begins 2026 |
| 2025 Bonus (Pro Rata) | Not less than pro-rated target; paid 60% cash / 40% LTIP Units, subject to standard terms | Payable by Mar 15, 2026 |
| Relocation Payment | $75,000 total; $50,000 upon start, $25,000 upon relocation documentation; repayment obligations if not relocating by Dec 31, 2025 or early resignation for cause | 2025 |
| Legal Fee Reimbursement | Up to $15,000 for agreement negotiation | 2025 |
Performance Compensation
| Award/Metrics | Structure | Targets/Results | Payout/Vesting |
|---|---|---|---|
| Initial LTIP Award | $1,000,000 in LTIP Units; units determined by 20-day VWAP; vests in full on 3rd anniversary | Formula-based unit count; time-based vest only | 100% vests on Jun 23, 2028 (third anniversary) |
| 2026 LTIP Award (Target) | $1,200,000 target; allocation between time- and performance-based to be set by Compensation Committee | TBD | Subject to future award agreement |
| Annual Bonus Structure (company program) | Awards settled 60% cash / 40% LTIP Units under 2016 Plan | Performance criteria annually set by Board (for 2026+) | |
| GMRE 2024 Annual Incentive Plan (context) | Metrics: Occupancy (15%), AFFO/share (25%), Debt-to-Assets (25%), Acquisitions (15%), Individual performance (20%) | Occupancy: Target 96.5%, actual 96.3% (12% of overall target); AFFO/share: Target $0.95, actual $0.89 (0%); Debt-to-Assets: Target 44.5%, actual 44.2% (26.9%) | Awards paid 60% cash / 40% LTIP Units |
Equity Ownership & Alignment
| Policy/Item | Details |
|---|---|
| Executive Equity Ownership Policy | CEO must retain ownership equal to 5x annual base salary by April 14, 2026 (five years from policy adoption), subject to exemptions . |
| Hedging Policy | Prohibits hedging transactions (short sales; puts/calls; structured hedges like collars, swaps, exchange funds; frequent trading to exploit price fluctuations) . |
| Pledging Policy | Pledging of Company stock as collateral or in margin accounts is prohibited . |
| Clawback Policy | Effective Oct 18, 2023; recoupment of incentive-based compensation (pre-tax) received after Oct 2, 2023 if financial restatement requires adjustment; applies to current/former executive officers in scope . |
| Beneficial Ownership | Not disclosed for Mr. Decker as of appointment; future Forms 3/4 will provide details as filed. |
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Agreement Term | Initial 3-year term from Jun 23, 2025, auto-renew for successive 1-year periods unless 90-day notice of non-renewal by either party | |
| Duties | Full-time devotion with limited, non-conflicting outside activities; Proterra advisory role permitted under Exhibit I | |
| Severance (Qualifying Termination) | 2x sum of base salary + greater of target annual bonus (year of termination) or prior-year actual bonus; prorated bonus for year of termination; accelerated vesting of time-based awards; performance-based awards vest per actual performance (pro-rated for service); COBRA subsidy up to 18 months | Release required; installment timing and 409A compliance detailed |
| Change-in-Control (CIC) Severance | If termination within 6 months before, on, or within 12 months after CIC: Severance equals 3x (or 1x in certain specified early CIC circumstances) sum of base salary + greater of target or prior-year actual bonus; bonus and performance award vesting based on actuals through CIC date; COBRA subsidy | Lump-sum timing noted; netting against any prior severance if applicable |
| Non-Compete / Non-Solicit | Non-compete and non-solicitation during employment and for 18 months post-termination; broad U.S. market area defined; equitable relief available for breaches | |
| Confidentiality & IP | Robust confidentiality, trade secret protections, and IP assignment provisions | |
| Arbitration | Bethesda, MD; AAA Employment Arbitration Rules; jury waiver; emergency injunctive relief carve-out | |
| 280G Cutback (Best-Net) | Reduce payments to $1 below 3x base amount or pay in full—whichever yields better net after-tax to executive; no excise tax gross-up | |
| Clawback Compliance | Agreement subject to applicable clawback policies and listing standards; restatement-based recovery limited to difference before/after restatement |
Board Governance
- Board expanded from seven to eight directors; Mr. Decker appointed director effective June 23, 2025, to serve until the 2026 annual meeting .
- Lead Independent Director: Lori Wittman, who emphasized the Board’s strategic perspective and Mr. Decker’s capital markets and operational experience in the appointment announcement .
- Committee independence and composition (beginning Jan 1, 2025): Audit—Wittman (Chair), Crowley, Cole, Cypher; Compensation—Crowley (Chair), Cole, Marston; Nominating & Corporate Governance—Cypher (Chair), Marston, Crowley, Cole; ESG—Cole (Chair), Wittman, Cypher .
- Board activity: 13 meetings in 2024, all directors met attendance thresholds (≥75% meetings); committees met regularly (Audit: 6; Compensation: 6; Nominating: 7; ESG: 4) .
- Policies: Hedging and pledging prohibited; executive/director stock ownership guidelines in place; clawback policy adopted in 2023 and compliant with exchange rules .
Director Compensation (Independent Directors – 2024 Context)
| Name | Cash Retainer ($) | Equity (LTIP Units) ($) | Total ($) |
|---|---|---|---|
| Henry Cole | 105,000 | 80,000 | 185,000 |
| Matthew L. Cypher, Ph.D. | 77,500 | 80,000 | 157,500 |
| Ron Marston | 77,500 | 80,000 | 157,500 |
| Lori Wittman | 90,000 | 80,000 | 170,000 |
| Paula Crowley | 80,000 | 80,000 | 160,000 |
| Note: LTIP unit valuation basis was $8.59 per unit (10-day VWAP on May 15, 2024); independent directors had 9,316 unvested LTIP Units as of Dec 31, 2024 . |
Company Performance Context (for pay-for-performance alignment)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Rental Revenue ($USD ‘000s) | 140,934 | 138,410 |
| Net Income per share ($) | 0.23 | 0.01 |
| AFFO per share and unit ($) | 0.91 | 0.89 |
| Dividends per share ($) | 0.84 | 0.84 |
Compensation Committee Analysis and Practices
- Independent compensation consultant (Farient Advisors) supports benchmarking and incentive design; no conflicts identified .
- Compensation philosophy emphasizes annual and multi-year performance alignment, use of peer groups, ownership guidelines, clawback, and double-trigger CIC (no single-trigger cash payments; no tax gross-ups) .
Risk Indicators & Red Flags
- Guaranteed minimum pro-rated 2025 cash/LTIP bonus (at least target on a pro-rata basis) increases fixed/guaranteed pay in Year 1; monitor for dilution of “at-risk” pay in early tenure .
- CIC severance can reach 3x salary+bonus with accelerated/ongoing vesting; potential optics risk, albeit with performance-based vesting measured through CIC date and 280G best-net cutback mechanics .
- Hedging/pledging prohibited, reducing misalignment risk; strict non-compete/non-solicit mitigates retention risk but can constrain future mobility .
- Outside advisory role with Proterra allowed but tightly constrained to avoid conflicts and misuse of GMRE confidential information .
Investment Implications
- Alignment: 2026 incentive mix and performance metrics will be Board-set; with ownership guidelines (5x salary) and clawback, structural alignment is reasonably robust . Initial LTIP is retention-focused (100% time-based vest at year 3), strengthening continuity through 2028 .
- Near-term signal: Guaranteed pro rata 2025 bonus raises the proportion of fixed/assured compensation in Year 1; investors should watch subsequent disclosures for the rigor of 2026 metrics and LTIP performance gates .
- Change-in-control economics: Three-times CIC severance in most scenarios plus equity vesting could be material; best-net cutback moderates excessive parachute risk; evaluate potential strategic optionality and Board posture on M&A .
- Execution risk: GMRE’s recent operational backdrop includes slight revenue decline and pressure on AFFO/share; Decker’s prior record of portfolio focus and capital markets acumen at CSR suggests potential to drive asset mix and balance sheet discipline amid elevated rates and tenant stresses (e.g., Steward/Prospect bankruptcies affecting receivables) .
Blockquote: “Global Medical REIT appoints Mark Decker, Jr. as CEO… bringing strategic vision, real estate operational experience, and deep capital markets expertise.”