Robert Kiernan
About Robert Kiernan
Robert Kiernan is Chief Financial Officer and Treasurer of Global Medical REIT Inc. (GMRE), serving since August 2017, with 30+ years of experience in financial accounting, reporting, and management, including senior finance roles at FBR & Co. and Arlington Asset Investment Corp., and earlier tenure at Ernst & Young . His incentive structure is tightly linked to operating performance metrics: AFFO per share, occupancy rate, and debt-to-assets leverage ratio, while long-term equity incentives include total shareholder return (absolute and relative) components that were below threshold as of December 31, 2024 . GMRE’s compensation program prohibits hedging and pledging, maintains executive stock ownership guidelines (CFO at 3× base salary by April 14, 2026), and has a clawback policy effective October 18, 2023 for incentive compensation tied to financial reporting measures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FBR & Co. (NASDAQ: FBRC) | SVP, Controller & Chief Accounting Officer | Commencing Oct 2007 | Led financial reporting and controls for a public financial services firm |
| Arlington Asset Investment Corp. (NYSE: AAIC) | Controller & Chief Accounting Officer | Commencing Apr 2003 | Oversaw accounting/reporting at a publicly traded investment company |
| Ernst & Young | Senior Manager, Assurance | Prior to 2003 | Managed audit engagements and assurance practice |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $375,000 | $400,000 | $400,000 |
| Target Annual Incentive (% of Base) | 100% | 100% | 100% |
| 2024 Target AIP Mix (Cash / LTIP, USD) | n/a | n/a | $240,000 cash / $160,000 LTIP |
| Non-Equity Incentive Plan Compensation (Actual Cash Paid) | $184,163 | $253,200 | $195,312 |
Notes:
- 2024 executive base salaries remained unchanged from 2023; CFO base salary $400,000 .
- Annual incentive awards are settled 60% cash and 40% LTIP Units under the 2016 Plan .
Performance Compensation
| Metric | Weighting | Target | Threshold | Maximum | 2024 Actual | Payout vs Overall Target |
|---|---|---|---|---|---|---|
| Quarter-End Average Portfolio Occupancy | 15% | 96.5% | 96.0% | 97.0% | 96.3% | 12.0% |
| AFFO per Share | 25% | $0.95 | $0.92 | $1.00 | $0.89 | 0.0% |
| Debt-to-Assets Ratio (Leverage) | 25% | 44.5% | 45.0% | 42.5% | 44.2% | 26.9% |
| Acquisitions (Gross) | 15% | $80M | $50M | $100M | $111.8M | 22.5% |
| Individual Performance | 20% | Discretionary | n/a | n/a | Committee determination | Discretionary |
2024 AIP Outcomes (Kiernan):
- Cash Award: $195,312
- Dollar Value of Earned LTIP Units: $130,208
- Number of Earned LTIP Units: 13,493
- Vesting: 50% on Feb 26, 2025; 50% on Feb 26, 2026, subject to continuous service
Long-Term Equity Incentive Plans:
- As of Dec 31, 2024, TSR and relative TSR components for 2024, 2023, and 2022 long-term plans were performing below threshold; awards are contingently earned after three-year performance period, then 50% vest at settlement, 50% one year later .
Equity Ownership & Alignment
| Ownership Attribute | Value / Detail |
|---|---|
| Total Beneficial Ownership | 309,277 shares; <1% of shares outstanding |
| Shares Pledged | None pledged as of Feb 28, 2025 ; pledging prohibited by policy |
| Hedging | Prohibited; policy bans hedging instruments (forwards, swaps, collars, etc.) |
| Stock Ownership Guideline (CFO) | 3× annual base salary by Apr 14, 2026 |
| Unvested Time-Based LTIP Units (12/31/24) | 85,462 units; market value $659,767 (at $7.72/sh) |
| Unearned Performance LTIP Units (12/31/24) | 56,457 units; payout value $435,848 (at $7.72/sh) |
| 2024 AIP Earned LTIP Units | 13,493 units; vest 50% on 2/26/2025 and 50% on 2/26/2026 |
| Options | None held; no option exercises in 2024 |
Vesting Schedules (time-based LTIP outstanding at 12/31/24):
- 2024 Long-Term Equity Incentive Plan: 38,860 time-based LTIP Units vest in full on Feb 21, 2027 .
- 2023 Long-Term Equity Incentive Plan: 27,422 time-based LTIP Units vest in full on Feb 23, 2026 .
- 2023 Annual Incentive Plan LTIP: 9,275 LTIP Units; half vested Feb 21, 2024; remaining vested Feb 21, 2025 .
- 2022 Long-Term Equity Incentive Plan: 9,905 time-based LTIP Units vested on Feb 24, 2025 .
Insider Selling Pressure Signals:
- No options outstanding reduces expiry-driven selling risk .
- Multiple scheduled time-based LTIP vestings in 2026–2027 could create periodic liquidity events; note guideline may constrain net selling given required ownership multiple .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | Four-year term with automatic one-year renewals unless 90 days’ notice of non-renewal |
| Role & Duties | CFO & Treasurer; reports to CEO; full-time devotion with limited outside activities allowed |
| Target Annual Bonus | At least 100% of base salary beginning in 2021, subject to performance criteria |
| Non-Compete | 12 months post-termination; prohibits services for competitors within designated market area |
| Non-Solicit | 12 months post-termination; employees, contractors, and customers |
| Clawback | Adopted Oct 18, 2023; recoup incentive-based comp after Oct 2, 2023 upon restatement |
| Ownership & Trading | No hedging or pledging; executive stock ownership guidelines apply |
Potential Payments Upon Termination or Change of Control (as of 12/31/2024):
| Scenario | Cash Severance | LTIP Units Vesting | Other (COBRA) | Total |
|---|---|---|---|---|
| Death/Disability | $400,000 | $659,759 | $15,996 | $1,075,754 |
| Company Non-Renewal | $1,200,000 | $659,759 | $15,996 | $1,875,754 |
| Termination Without Cause | $1,200,000 | $659,759 | $15,996 | $1,875,754 |
| Good Reason Resignation | $1,200,000 | $659,759 | $15,996 | $1,875,754 |
| Change-in-Control Termination (Double Trigger) | $2,000,000 | $659,759 | $23,994 | $2,683,752 |
Severance Formulas:
- Without Cause/Good Reason: One times base + target bonus, plus pro-rata bonus .
- Change-in-Control (Double Trigger): Two times base + target bonus, plus target bonus .
- COBRA benefits up to 12 months for CFO; amounts based on Dec 2024 premiums .
- Company policy uses double-trigger provisions; no single-trigger cash payments; no tax gross-ups .
Investment Implications
- Pay-for-performance alignment: 2024 AFFO fell below threshold (0% payout), while leverage and acquisitions contributed partial payouts; the AIP design ties significant pay to AFFO, occupancy, and balance sheet discipline, suggesting compensation sensitivity to core REIT operating metrics .
- Upcoming vesting cadence: Material time-based LTIP vestings in 2026 and 2027 (27,422 and 38,860 units) plus deferred AIP vesting through 2026 could create episodic selling pressure, partially mitigated by stock ownership guidelines requiring 3× salary by April 2026 and prohibitions on hedging/pledging .
- Retention and change-of-control economics: Double-trigger CoC cash multiple equals two times base+target bonus (with additional target bonus), and standard severance equals one times base+target plus pro-rata bonus—meaning Kiernan’s retention is reasonably protected but not excessive by REIT standards; COBRA benefits add modest incremental value .
- Long-term TSR alignment: Performance-based LTIP awards include absolute and relative TSR components, but these were below threshold at year-end 2024, implying limited realization unless performance improves—creating alignment with future shareholder returns .
- Governance and risk controls: Independent compensation consultant usage, clawback policy, and bans on hedging/pledging reduce governance risk; absence of options eliminates repricing risk and option-expiry selling pressure .