Matthew Cypher
About Matthew L. Cypher
Independent director of Global Medical REIT Inc. (GMRE) since March 2016; age 48 as of the 2025 proxy. He is the Atara Kaufman Professor of Real Estate at Georgetown University’s McDonough School of Business and director of the Steers Center for Global Real Estate, with prior experience as a director at Invesco Real Estate overseeing underwriting and valuations. The Board deems him independent under NYSE and SEC Rule 10A‑3, and notes his financial expertise qualifies him to serve on the Audit Committee. Education: B.S. (Penn State), M.S. and Ph.D. (Texas A&M).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invesco Real Estate | Director; led underwriting and oversaw valuations; member of investment committee and strategy group | 2005–2012 | Underwriting group acquired $10.2B during his tenure; he personally underwrote $1.5B, including 230 Park Ave acquisition (June 2011) |
| Southern Methodist University | Adjunct Professor | Not disclosed | Teaching (adjunct) |
| University of Texas at Arlington | Visiting Professor | Not disclosed | Teaching (visiting) |
External Roles
| Organization | Role | Tenure | Notes / Impact |
|---|---|---|---|
| Georgetown University, McDonough School of Business / Steers Center for Global Real Estate | Atara Kaufman Professor of Real Estate; Director (formerly Real Estate Finance Initiative) | Since 2012 | Leads coursework on public/private, debt/equity “four quadrants” of real estate capital markets |
| AM Group (New York-based private equity real estate investor) | Chief Investment Advisor and Partner | Not disclosed | External private role disclosed in 2024 proxy |
Board Governance
- Current committee assignments (effective Jan 1, 2025): Chair, Nominating & Corporate Governance Committee; Member, Audit Committee; Member, ESG Committee. Audit Committee chaired by Lori Wittman; ESG chaired by Henry Cole. All committee members cited are NYSE‑independent.
- Board activity/attendance: The Board held 13 meetings in 2024; no director attended fewer than 75% of aggregate Board and committee meetings; all directors serving at the time attended the 2024 annual meeting.
- Independence: Identified as an independent director (NYSE standards) and independent for Rule 10A‑3; financial expertise qualifies him to serve on the Audit Committee.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (Cypher) | $77,500 | Total cash retainer/fees paid in 2024 per director compensation table |
| GMRE 2024 Fee Schedule (for reference) | Base retainer: $55,000; Lead Independent Director: +$25,000; Audit Chair: +$20,000; Audit member: +$10,000; Compensation Chair: +$15,000; Compensation member: +$7,500; Nominating Chair: +$15,000; Nominating member: +$7,500; ESG Chair: +$15,000; ESG member: +$7,500 | Company-wide board fee schedule for 2024 |
Note: In 2024 Cypher served as ESG Committee Chair and Nominating Committee member (per company materials), which is consistent with the $77,500 cash total when applying the 2024 schedule.
Performance Compensation
| Equity Grant | Grant Date | Type | Grant Value | Basis/Units | Vesting |
|---|---|---|---|---|---|
| Annual director equity | May 15, 2024 | Time-based LTIP Units | $80,000 | Priced at $8.59 per LTIP unit; as of Dec 31, 2024, 9,316 unvested LTIP Units (per‑director disclosure) | Generally vests on first anniversary of grant date |
Directors receive time-based LTIP Units; no director-specific performance metrics are disclosed for equity (time-based, not PSU/TSR-linked).
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed for Dr. Cypher in GMRE proxy |
| Private/academic roles | Georgetown professor and center director; AM Group chief investment advisor/partner (private) |
| Interlocks/conflicts | No Cypher-related related-party transactions disclosed; overall related-party disclosure in 2024 highlighted employment of Henry Cole’s son (not connected to Cypher). |
Expertise & Qualifications
- Real estate capital markets expertise across public/private, debt/equity; extensive underwriting and valuation leadership at Invesco; academic leadership at Georgetown.
- Independent; financially literate for Audit Committee service (Board notes his financial expertise qualifies him for Audit).
Equity Ownership
| Holder | Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|
| Matthew L. Cypher, Ph.D. | 34,692 shares (includes vested LTIP Units convertible 1:1 into common, subject to conditions) | <1% | As of Feb 28, 2025; no pledged shares by any director/officer as of that date |
| Board equity ownership policy | Directors must retain LTIP Units or common equal to 3x annual cash retainer | — | Requirement effective Mar 5, 2024; each director has met policy since that date |
| Anti-pledging/hedging | Pledging prohibited; hedging prohibited | — | Policy applies to directors, officers, employees; examples include options, swaps, collars, exchange funds |
Governance Assessment
- Board effectiveness and engagement: Cypher chairs Nominating & Corporate Governance (7 meetings in 2024), and serves on Audit (6 meetings in 2024) and ESG (4 meetings in 2024), indicating active governance oversight; Board met 13 times in 2024 with no sub‑75% attendance issues.
- Independence and alignment: Recognized as NYSE/SEC‑independent with financial expertise for Audit; receives a balanced cash/equity director package ($77.5k cash; $80k time‑based LTIP units), aligned with Board equity ownership policy (3x retainer) and anti‑pledging/hedging rules; no pledging reported.
- Potential conflicts: No Cypher-related related‑party transactions disclosed; company’s 2024 related‑party disclosure involved a different director’s family member (Henry Cole’s son).
- Shareholder sentiment signal: 2025 Say‑on‑Pay approved (For: 37,832,272; Against: 1,401,327; Abstain: 759,248), and Cypher re‑elected (For: 39,082,432; Against: 819,864; Abstain: 90,552), supporting board credibility.
- Risk controls: Company maintains clawback policy (effective Oct 18, 2023), anti‑hedging/anti‑pledging, and director ownership guidelines—supportive of investor alignment and governance hygiene.
RED FLAGS: None specific to Dr. Cypher identified in filings reviewed. Board‑level related‑party exposure disclosed pertains to another director’s family member; oversight processes described (Nominating & Corporate Governance review; Audit Committee involvement as needed).