Elizabeth Pitman
About Elizabeth N. Pitman
Independent director of Medical Properties Trust (MPW) since 2018; age 61. A healthcare lawyer with expertise in healthcare regulatory matters, privacy/data/cybersecurity compliance, technology licensing, and M&A; B.S. in Accounting (University of Alabama) and J.D. (University of Alabama School of Law). Serves as Chair of the Ethics, Nominating & Corporate Governance Committee and Chair of the Risk Committee; also member of Environmental & Social Responsibility Committee. Determined independent under NYSE standards; incumbent directors attended at least 75% of Board/committee meetings in 2024; all directors in office attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Success EHS, Inc. | General Counsel | Oct 2008–Jul 2013 | Legal leadership for EHR and revenue cycle provider; healthcare regulatory/compliance focus. |
| Vitera Healthcare Solutions, LLC | Corporate Counsel | Jul 2013–Dec 2013 | Counsel to healthcare IT provider; privacy/data security compliance. |
| Holland & Knight LLP (formerly Waller, Lansden, Dortch & Davis LLP) | Attorney (Healthcare) | 2015–present | Advises hospitals/health systems, surgery centers, physician groups, HIT companies on healthcare regulatory, privacy/cybersecurity, tech licensing, and M&A. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Holland & Knight LLP | Healthcare Attorney | 2015–present | Leading provider of legal services to the healthcare industry. No other public company directorships disclosed. |
Board Governance
- Committee assignments:
- Ethics, Nominating & Corporate Governance Committee: Chair.
- Risk Committee: Chair.
- Environmental & Social Responsibility Committee: Member.
- Independence: Board determined Pitman (and 6 other nominees) are independent under NYSE standards.
- Attendance and engagement:
- 2024 meetings: Board (7), Audit (4), Ethics/Nominating (4), Compensation (5), Environmental & Social (1); Risk Committee did not meet in 2024 (covered in full Board). Each incumbent director attended at least 75% of Board/committee meetings; all directors in office attended the 2024 annual meeting.
- Lead Independent Director: Michael G. Stewart. Executive sessions of independent directors held regularly.
- Governance practices: Majority voting for uncontested elections, proxy access, unclassified Board, opt-out of MUTA, anti-hedging/anti-pledging, clawback policy, and mandatory director retirement age.
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $115,000 | Standard non-employee director retainer (2024). |
| Committee chair fees | $60,000 | $30,000 Ethics/Nominating Chair + $30,000 Risk Chair (2024). |
| Lead Independent premium | $0 | Not applicable to Pitman. |
| Total fees earned (cash) | $175,000 | As reported for 2024. |
Additional: Directors reimbursed for reasonable Board/committee meeting expenses; Director Retirement Policy pays lump sum at retirement equal to final annual retainer/12 × years of service.
Performance Compensation
| Grant | Grant date | Shares | Fair value (USD) | Vesting |
|---|---|---|---|---|
| Annual director RS grant | Mar 15, 2024 | 29,914 | $128,032 | Vests over 3 years in equal quarterly installments. |
- Outstanding equity awards as of Dec 31, 2024: Unvested stock 26,920 shares. Note: beneficial ownership table includes 23,161 unvested shares (different counting conventions).
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | Proxy does not disclose other public company boards for Pitman. |
- Consultant independence for director pay: Compensation Committee engaged independent consultant Gressle & McGinley; assessed as independent; also reviewed non-employee director pay.
Expertise & Qualifications
- Healthcare legal/regulatory, privacy/data/cybersecurity compliance, technology licensing, and M&A for hospitals, healthcare systems, and HIT companies.
- Board skills matrix shows legal/regulatory, risk management, REIT/real estate, health care industry, cyber; Pitman marked for Strategic Planning, Risk Management, REIT/Real Estate, Health Care, Investment, Legal/Regulatory, Cyber.
- Education: B.S. Accounting; J.D. (University of Alabama).
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 76,740 shares (includes 23,161 unvested restricted shares; 5,923 shares held in spouse’s name). |
| Ownership as % of shares outstanding | Less than 1% (606,654,233 shares outstanding basis for officers/directors). |
| Outstanding unvested director RS (12/31/24) | 26,920 shares. |
| Stock ownership guidelines | Non-employee directors: 3× annual fee; Company reports compliance “Yes” for non-employee directors. |
| Hedging/pledging | Prohibited by Insider Trading Policy. |
Governance Assessment
- Strengths:
- Dual committee chair roles (Ethics/Nominating and Risk) indicate central involvement in board effectiveness, refreshment, and enterprise risk oversight; independence affirmed by Board.
- Regular executive sessions and majority voting enhance accountability; robust governance policies (anti-hedging/pledging, clawbacks, proxy access) support investor alignment.
- Director pay structure balanced with cash retainer plus time-based equity, and ownership guidelines promoting alignment; independent consultant involvement in director pay oversight.
- Watch items / red flags:
- Risk Committee did not meet in 2024 (risk oversight handled in full Board); as Risk Chair, ensuring formal committee cadence resumption could bolster dedicated risk governance.
- Related person transactions disclosed for other insiders (family employment; Johnson Healthcare Real Estate payments linked to an Aldag family member at vendor); no related party disclosures implicating Pitman in 2024, but continued monitoring advisable.
- Independence & attendance: Independent under NYSE rules; incumbents met ≥75% attendance thresholds; annual meeting attendance strong.
Overall, Pitman’s healthcare regulatory and cybersecurity legal background aligns with MPW’s risk profile (tenant health, privacy/cyber, regulatory), and her leadership of Ethics/Nominating and Risk committees positions her as a key governance steward. Formalizing Risk Committee meeting activity and continued transparency on related-party reviews maintain investor confidence.