Reynolds Thompson III
About C. Reynolds Thompson III
Independent director of Medical Properties Trust (MPW) since 2016; age 62. Chair of the Compensation Committee, member of the Audit Committee (designated audit committee financial expert) and Investment Committee, affirmatively determined independent under NYSE standards. Background spans public and private REIT leadership, capital markets, and risk management, with a B.S. with Special Attainments in Commerce from Washington & Lee University. Attendance: each incumbent director attended at least 75% of Board and applicable committee meetings in 2024; all directors at the time attended the 2024 annual meeting of stockholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Colonial Properties Trust (public REIT) | President, CFO; also CEO, COO, CIO | 1997–2013 | Served on Colonial’s risk management committee; raised $950mm equity, $2.5bn debt; completed $3bn acquisitions |
| Select Strategies Realty (private) | Chairman & Chief Investment Officer | 2014–present (prior to Propst role) | Sponsored >$400mm retail investments; provided management/leasing for >5mm sqft |
| Carr America Realty Corporation (public REIT at the time) | Acquisitions & due diligence | Prior to 1997 | Transaction diligence/underwriting experience |
| SunTrust Bank (now Truist) | Commercial lending officer | Early career | Credit underwriting and lending |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Propst Companies (private family investment co.) | Chief Executive Officer | Since July 2023 | Oversees investments in commercial/residential real estate and manufacturing |
| Nareit | Board of Governors | Prior service (date not specified) | Industry leadership and policy engagement |
| University of Alabama, Culverhouse College of Business | Board of Visitors | Current | Alumni/business advisory role |
| Birmingham Business Alliance; United Way of Central Alabama | Director | Prior service | Community and civic leadership |
Board Governance
- Committee assignments: Compensation (Chair), Audit (member; financial expert), Investment (member) .
- Independence: Board determined Thompson has no relationships impairing independence under NYSE rules (7 of 9 directors independent) .
- Attendance and engagement: Board met 7x; Compensation 5x; Audit 4x; each incumbent ≥75% attendance; all directors attended 2024 annual meeting .
- Risk oversight: Risk Committee did not meet in 2024; risk topics covered in regular Board sessions; Audit and Compensation provide oversight within their purview .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Standard non-employee director cash retainer |
| Committee chair cash retainer | $30,000 | Compensation Committee Chair fee |
| Total cash (2024) | $145,000 | Reported for Thompson |
| Equity grant (grant-date fair value) | $128,032 | Restricted stock, 29,914 shares at $4.28 grant-date fair value; vests quarterly over 3 years |
| Unvested director stock at 12/31/2024 | 26,920 shares | Outstanding unvested restricted stock |
Performance Compensation (Director)
| Award Type | Performance Metric | Vesting | 2024 Grant Detail |
|---|---|---|---|
| Restricted stock | None (time-based) | Equal quarterly vesting over 3 years | 29,914 shares (grant-date fair value $128,032) |
- No director stock options; company has not issued options to directors under the 2019 plan .
Other Directorships & Interlocks
- Current public company boards: none disclosed beyond MPW .
- Prior public company boards: not disclosed; prior roles were executive positions at public REITs (Colonial, Carr America) .
- Interlocks/conflicts: Compensation Committee interlocks—none; Thompson served as Compensation Chair in 2024 alongside Stewart and Sparks; no insider participation noted .
Expertise & Qualifications
- Board’s skills matrix shows Thompson contributes Strategic Planning, Executive Leadership, Risk Management, REIT/Real Estate, Health Care Industry, Finance & Accounting, Investment; Legal/Regulatory not indicated; Cyber indicated; ESG not indicated .
- Audit committee financial expert designation per SEC definitions .
Equity Ownership
| Metric | 12/31/2024 | 3/18/2025 | Notes |
|---|---|---|---|
| Total beneficial ownership | — | 54,637 shares | Less than 1% of outstanding shares |
| Unvested restricted stock included in beneficial total | — | 23,161 shares | As defined for beneficial ownership |
| Unvested restricted stock (outstanding awards) | 26,920 shares | — | As of 12/31/2024 |
| Ownership guidelines | 3x annual fee | Compliance: Yes | Non-employee directors required; company reports compliance |
| Hedging/pledging | Prohibited | — | Insider Trading Policy bans hedging/pledging for directors |
Fixed vs Performance Compensation Mix (Program Design context)
- Non-employee directors receive cash retainers plus time-based restricted stock; no performance-linked director equity metrics are disclosed .
Compensation Committee Analysis (as Chair-led oversight)
- The committee engaged Gressle & McGinley as independent consultant; assessed independence and no conflicts; advised on executive and director compensation program design .
- Responded to lower say‑on‑pay support with stockholder outreach (top 50 holders; meetings representing 42% of shares), introduced “Actual Realized Compensation” disclosure, and simplified executive LTI metrics to stock price hurdles; Thompson chaired the committee during these actions .
Related Party Transactions
- Company policy requires disinterested director approval for related-person transactions per Item 404; 2024 disclosures include family employment relationships for Aldag, Hamner, Stewart and payment to Johnson Healthcare Real Estate; no related-party transactions disclosed for Thompson .
Governance Assessment
- Strengths:
- Independent director with extensive REIT operating and finance experience; designated audit committee financial expert .
- Compensation Committee chaired by Thompson demonstrated investor engagement and adjustments to executive pay metrics following lower say-on-pay support—positive responsiveness signal .
- Ownership alignment policies: 3x fee guideline for directors, anti-hedging/pledging, clawback policy in place .
- Potential risks and RED FLAGS:
- Combined Chair/CEO structure persists; mitigated by Lead Independent Director and regular executive sessions, but some investors prefer independent chair models .
- Risk Committee did not meet in 2024 (topics covered in full Board); may warrant monitoring for committee-level focus on risk oversight .
- Director retirement lump-sum benefit (final annual retainer/12 × years of service) could be viewed as shareholder-unfriendly compensation; note as potential red flag .
- Lower historical say‑on‑pay support creates scrutiny on Compensation Committee effectiveness; improvements were implemented but vote outcomes should be tracked .
Overall, Thompson’s committee leadership, independence, and REIT finance expertise support board effectiveness; minimal conflict exposure disclosed; ownership and anti-hedging policies support alignment, while retirement benefits and combined Chair/CEO warrant ongoing monitoring .