Ronald Marston
About Ronald Marston
Independent director of GMRE since August 2015; age 82 as of the 2025 proxy. Marston is a healthcare operator with 40+ years of international experience, including senior leadership at HCA International (CEO & Chairman of HCA United Kingdom; President & CEO of HCA International) and founder/CEO roles at Health Care Corporation of America (HCCA International). Early career at Vanderbilt University Medical Center (1968–1973) and U.S. Army hospital administration; education includes a B.A. (Tennessee Technological University), Certificate in Healthcare Administration (Academy of Health Service), and Ph.D. in Management (California Western University). He is classified as independent per NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HCA United Kingdom | CEO & Chairman | Promoted in 1980 | Led UK operations expansion within HCA International |
| HCA International | President & CEO | Promoted in 1987; employed 1973–1990 | Oversaw international operations across UK, Australia, Latin America, Singapore, Saudi Arabia |
| Health Care Corporation of America (HCCA International) | Founder, Chairman, CEO | Founded post-1989 sale; CEO/President until 2010 | Built international healthcare services platform; sold interest in 2010 |
| Southern Manor Living Centers LLC | Founder & CEO | Founded post-2010; sold Nov 2019 | Operated assisted living facilities in Tennessee |
| HCCA Management Company | Founder & CEO | Founded post-2010; ongoing | International healthcare consulting/management |
| Vanderbilt University Medical Center | Administrative role | 1968–1973 | Hospital administration/training background |
| Twelfth Evacuation Hospital (Cu Chi, Vietnam) | Training and administration | Prior to Vanderbilt; airborne school graduate | Military medical operations management |
External Roles
- No current public company directorships disclosed for Marston.
Board Governance
| Item | 2023 | From Jan 1, 2025 |
|---|---|---|
| Nominating & Corporate Governance Committee | Chair (Marston; members: Marston, Cypher, Wittman) | Member (chair: Cypher; members: Cypher, Marston, Crowley, Cole) |
| Compensation Committee | Member (chair: Cole; members: Cole, Marston, Crowley) | Member (chair: Crowley; members: Crowley, Cole, Marston) |
| Audit Committee | Not listed as member | Not listed as member (members: Wittman [chair], Crowley, Cole, Cypher) |
| ESG Committee | Not listed as member | Not listed as member (members: Cole [chair], Wittman, Cypher) |
| Independence status | Independent (NYSE standards) | Independent (NYSE standards) |
| Board attendance | 13 meetings; no director <75% attendance; annual meeting attended | 13 meetings; no director <75% attendance; annual meeting attended |
| Committee activity (2024) | Audit (6), Compensation (6), Nominating (7), ESG (4) meetings |
- Compensation Committee practices: retained independent consultant Farient Advisors LLC to review director and officer programs and develop a new 2024 annual and long-term plan. Compensation Committee comprises independent, non-employee directors; no interlocks or insider participation.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees ($) | $75,714 | $77,500 |
| Stock awards ($) | $80,000 | $80,000 |
| Total ($) | $155,714 | $157,500 |
| 2024 Director Fee Schedule | Amount |
|---|---|
| Annual cash retainer (independent directors) | $55,000 |
| Lead Independent Director retainer | $25,000 |
| Audit Committee chair/member | $20,000 / $10,000 |
| Compensation Committee chair/member | $15,000 / $7,500 |
| Nominating & Corporate Governance Committee chair/member | $15,000 / $7,500 |
| ESG Committee chair/member | $15,000 / $7,500 |
- 2024 cash breakdown consistent with roles: Retainer $55,000 + Nominating Chair $15,000 + Compensation Member $7,500 = $77,500.
Performance Compensation
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Grant type | Time-based LTIP Units | Time-based LTIP Units |
| Grant date | May 10, 2023 | May 15, 2024 |
| Valuation price per LTIP Unit | $8.99 (10-day VWAP) | $8.59 (10-day VWAP) |
| Unvested LTIP Units (year-end) | 8,903 (as of Dec 31, 2023) | 9,316 (as of Dec 31, 2024) |
| Vesting schedule | Generally vests on 1st anniversary of grant date | Generally vests on 1st anniversary of grant date |
- No director options, PSUs, or performance metrics disclosed for director equity; awards are time-based LTIP Units.
Other Directorships & Interlocks
- Compensation Committee interlocks: none; no current or past members are or have been GMRE employees/officers; no cross-board relationships with GMRE executives.
Expertise & Qualifications
- International healthcare operations executive and recognized authority on healthcare systems and trends; built multi-country hospital and clinic networks under HCA International; founded and led HCCA International and subsequent healthcare entities, with U.S. assisted living operations. Education credentials across management and healthcare administration.
Equity Ownership
| Ownership Metric | Mar 5, 2024 | Feb 28, 2025 |
|---|---|---|
| Shares beneficially owned | 33,619 | 42,522 |
| Ownership % of shares outstanding | <1% | <1% |
| Shares pledged as collateral | None pledged | None pledged |
| Unvested LTIP Units | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Count | 8,903 | 9,316 |
- Board Equity Ownership Policy requires directors to retain LTIP Units or common stock equal in value to 3x annual cash retainer; each director met the requirement since March 5, 2024. Anti-pledging and anti-hedging policy prohibits pledging and hedging transactions.
Governance Assessment
- Independence and engagement: Marston is independent under NYSE standards, served as chair of the Nominating & Corporate Governance Committee in 2023 and continues as a member; also serves on Compensation Committee. Board and committee activity is robust (Board: 13 meetings; Nominating: 7; Compensation: 6 in 2024), and no director fell below 75% attendance.
- Alignment and incentives: Director equity paid in time-based LTIP Units vesting after one year; ownership policy (3x retainer) met by all directors; no pledging or hedging permitted and none pledged by Marston.
- Compensation structure: Stable equity grant ($80,000) YoY; modest increase in cash fees from 2023 to 2024 aligns with committee responsibilities and disclosed fee schedule; compensation overseen by independent Compensation Committee using external advisor Farient.
- Conflicts and related-party exposure: No related-party transactions disclosed involving Marston. Board discloses and governs related-person matters, including Audit/Nominating review; a separate related-party employment (Henry Cole’s son) was ratified with recusal by Henry Cole—no indication of Marston involvement.
- Shareholder oversight signals: Annual say-on-pay frequency adopted following ~95% vote for “every year”; strong governance disclosures (insider trading policy, clawback policy adopted Oct 18, 2023).
- RED FLAGS: None specific to Marston identified—no hedging/pledging, no interlocks, no attendance issues, no related-party ties, no option repricing.