Michael Stewart

About Michael G. Stewart

Lead Independent Director of Medical Properties Trust (MPW) since 2016; age 69. Stewart has a legal and healthcare governance background, previously serving as MPW’s Executive Vice President, General Counsel and Secretary (2005–2010), and is currently a private investor and published author. He holds a B.S. in Business Administration (Information Systems) from Auburn University and a J.D. from Cumberland School of Law at Samford University . The Board affirms his independence under NYSE standards, and he presides over executive sessions as Lead Independent Director .

Past Roles

External Roles

Board Governance

• Independence: Board determined Stewart is independent under NYSE standards .
• Lead Independent Director: Presides at executive sessions; liaison to Chair; oversees annual board self-evaluation; contact available ([email protected]) .
• Committee memberships:
  • Compensation Committee (member; Chair: C. Reynolds Thompson, III) .
  • Environmental and Social Responsibility Committee (member; Chair: Caterina A. Mozingo) .
  • Ethics, Nominating and Corporate Governance Committee (member; Chair: Elizabeth N. Pitman) .
• Meetings and attendance: In 2024, Board met 7 times; Compensation 5; Ethics/Nominating 4; Environmental & Social 1; each incumbent director attended at least 75% of Board and committee meetings; risk matters covered in Board meetings (Risk Committee did not meet) .

Fixed Compensation (Director)

Performance Compensation (Director)

• Options: Company states it has not issued options, warrants or rights under its 2019 Plan; director equity is restricted stock/RSUs only .
• Performance metrics: No director-specific performance metrics disclosed; director equity awards are time-based .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills per MPW’s matrix include Strategic Planning, Executive Leadership, Risk Management, REIT/Real Estate, Health Care Industry, Legal/Regulatory .
• Legal and healthcare governance experience; prior GC roles; private consulting to physician groups .
• Education: Auburn University (B.S., Information Systems); Cumberland School of Law (J.D.) .

Equity Ownership

Insider Trades (Form 4)

Governance Assessment

• Strengths:

  • Independent status affirmed; serves as Lead Independent Director with clearly defined responsibilities and regular executive sessions, improving board independence and oversight .
  • Active committee engagement (Compensation; Ethics/Nominating/CG; Environmental & Social), with independent compensation consultant and committee independence assessments; positive signal on governance process .
  • Ownership alignment mechanisms: director stock grants with multi-year vesting, anti-hedging/anti-pledging policy, and director ownership guidelines with disclosed compliance .
  • Attendance: all incumbent directors met the 75% attendance threshold; all directors attended the 2024 annual meeting .

• Potential conflicts / red flags:

  • Former MPW executive (EVP/GC, 2005–2010) currently on Compensation Committee—Board deems committee independence and no SEC-related relationships in 2024, but prior executive affiliation is a governance sensitivity; monitor continued independence and objectivity .
  • Related party: one family member of Stewart employed by MPW in 2024 (non-executive; $120k–$345k total compensation) reviewed under related person policy—acceptable process disclosed but represents related-party exposure to track .
  • Insider sales in Oct 2024 and May 2025; while not inherently problematic, sales during turnaround periods can be perceived negatively by some investors; context provided via ongoing equity awards and policy constraints [ReadFile: line 41–56] [ReadFile: line 5–19].

• Shareholder sentiment:

  • Company disclosed lower Say-on-Pay support over the past two years and adjusted executive compensation design (stock-price-based performance awards) following outreach; continued monitoring of vote results advised .

Director Compensation Mix

Note: The 2024 director stock award fair value was based on $4.28 per share; awards vest over three years in equal quarterly installments . MPW has not granted options/warrants/rights under its 2019 Plan; director equity is restricted stock/RSUs .

Related Party Transactions (Policy & Disclosures)

• Policy: All related person transactions require advance approval by a majority of disinterested directors or prompt ratification upon recognition; alignment with Item 404 of Regulation S-K .
• 2024 employee relatives: Stewart had one family member employed by MPW (non-executive; compensation $120k–$345k; comparable to peers; benefits on same basis as other employees) .

Committee Structure and Consultant Independence

• Compensation Committee members (2024): Chair C. Reynolds Thompson, III; members Michael G. Stewart; D. Paul Sparks, Jr.; Board assessed independence of members and of consultant Gressle & McGinley (no conflicts) .
• Non-employee director compensation reviewed with Gressle & McGinley in 2024 .

Additional Governance Policies

• Anti-hedging and anti-pledging for directors and employees .
• Corporate governance guidelines, code of ethics, proxy access, majority voting, mandatory director retirement age; Board composition and skills matrix disclosed .

Summary Signals for Investors

• Stewart’s Lead Independent Director role and committee participation support board effectiveness and independent oversight .
• Related-party family employment and insider sales merit ongoing monitoring; Board policies and disclosures mitigate but do not eliminate perceived risk [ReadFile: line 41–56] [ReadFile: line 5–19].
• Director pay structure emphasizes time-based equity and standard cash retainer; no director performance equity metrics disclosed; ownership guidelines and anti-pledging policies enhance alignment .