Caterina Mozingo
About Caterina A. Mozingo
Independent director at Medical Properties Trust (MPW) since 2020; age 57. CPA and tax partner with Aldridge, Borden & Company, P.C. with deep experience advising real estate and healthcare companies; began career at Coopers & Lybrand. Education: University of Alabama, B.S. in Commerce and Business Administration (summa cum laude) and Master of Tax Accounting; holds AICPA Personal Financial Specialist (PFS) designation. Core credentials on MPW’s skills matrix: strategic planning, risk management, REIT/real estate, healthcare industry, and finance/accounting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aldridge, Borden & Company, P.C. | Tax Partner | Joined 1995; currently serves | Broad tax consulting and compliance for businesses, fiduciaries, tax-exempt entities; focus on real estate and healthcare clients |
| Coopers & Lybrand LLP | Public accounting (early career) | Not disclosed | Foundational audit/tax experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Institute of CPAs (AICPA) | Member; PFS designation | Not disclosed | Personal Financial Specialist (PFS) credential |
| Alabama Society of CPAs | Member | Not disclosed | State Taxation Committee member |
Board Governance
- Independence: The Board determined Mozingo is independent under NYSE standards (7 of 9 directors are independent).
- Committee assignments: Chair, Environmental and Social Responsibility Committee; Member, Risk Committee.
- Committee mandates:
- Environmental & Social Responsibility: Oversees sustainability, climate risk, environmental/health/safety, public policy, and stakeholder responsibilities; advises on programs/policies/practices.
- Risk Committee: Oversees enterprise risks including business continuity, tenant health/revenue concentration, strategy modifications, new markets, privacy/cybersecurity, and regulatory risks.
- Attendance/engagement: In 2024, the Board met 7 times; each incumbent director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting. Note: Risk Committee did not meet in 2024 (matters covered in full Board sessions).
- Board leadership: Lead Independent Director is Michael G. Stewart; regular executive sessions of independent directors.
- Governance policies: Proxy access; majority voting; anti-hedging and anti-pledging; clawback policy; mandatory director retirement age.
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Base annual cash retainer | $115,000 | All non-employee directors |
| Committee chair fee (Environmental & Social Responsibility) | $30,000 | Chair retainer (Mozingo) |
| Total cash fees (Mozingo) | $145,000 | Sum of base and chair retainer |
Additional elements:
- Director equity grant made annually (see Performance Compensation). No separate meeting fees disclosed.
- Director Retirement Policy: lump-sum on retirement equal to (final annual retainer ÷ 12) × years of service.
Performance Compensation (Director Equity)
| Grant Year | Grant Type | Shares Granted | Grant-Date Fair Value ($/sh) | Total Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | Restricted Stock | 29,914 | $4.28 | $128,032 | Vests in equal quarterly installments over 3 years |
- Outstanding unvested director equity (as of 12/31/2024): 26,920 shares (Mozingo).
- Performance metrics: Director equity is time-based; no performance conditions disclosed.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in MPW’s 2025 proxy. |
Related-party and conflicts:
- No related-person transactions disclosed involving Mozingo or Aldridge, Borden & Company; related-person disclosures reference other individuals and vendors.
Expertise & Qualifications
- CPA with extensive tax consulting for real estate and healthcare clients; AICPA PFS.
- Board skills matrix: Strategic Planning; Risk Management; REIT/Real Estate; Health Care Industry; Finance & Accounting.
- Professional affiliations: AICPA; Alabama Society of CPAs (State Taxation Committee).
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Unvested RS (12/31/2024) | Estimated Vested Shares |
|---|---|---|---|---|
| Caterina A. Mozingo | 56,310 | ~0.009% (56,310 / 606,654,233) | 26,920 | ~29,390 (beneficial minus unvested) |
Ownership alignment policies:
- Director ownership guidelines: 3x annual fee within 3 years; Company reports non-employee directors are in compliance.
- Hedging/pledging: Company prohibits hedging and pledging of MPW securities by directors.
Governance Assessment
-
Positives
- Independent director with relevant finance, tax, REIT, and healthcare expertise; chairs E&S Committee and serves on Risk Committee—roles aligned with current investor focus on sustainability and risk oversight.
- No related-party transactions disclosed involving Mozingo; independence affirmed under NYSE standards.
- Attendance threshold met; all directors attended the 2024 annual meeting; equity ownership guidelines in place and reported as compliant.
- Anti-hedging/anti-pledging policies reduce alignment risks.
-
Watch items / RED FLAGS to monitor
- Risk Committee did not meet in 2024 (issues handled by full Board); given MPW’s tenant and financing risk profile, continued transparency on risk oversight cadence will be important.
- Director retirement lump-sum benefit (formulaic) is shareholder-unfriendly at the margin; modest quantum but worth monitoring alongside overall Board refresh practices.
- Broader governance climate: MPW notes lower Say-on-Pay support over the past two years (not a director-comp issue per se, but a sentiment signal that can affect investor confidence); Board/Compensation Committee undertook outreach/redesign.
-
Compensation structure (director)
- Cash retainer plus time-based RS; no performance metrics for director equity (typical in REITs) but results in less explicit pay-for-performance linkage at the Board level.
-
Overall view
- Mozingo brings directly relevant REIT/healthcare tax and financial expertise, is independent, and holds a key chair role. Absence of related-party ties and compliance with ownership and anti-hedging policies support alignment. Main monitoring item is the Risk Committee’s meeting cadence and continued clarity on Board-level risk oversight given MPW’s evolving risk profile.