Rosa Hooper
About Rosa Hooper
Rosa H. Hooper, age 64, is Senior Vice President of Operations and Secretary at Medical Properties Trust (MPT). She joined MPT in 2009 and has held ascending roles in Asset Management and Underwriting (Director, Managing Director, Vice President) before her current position; earlier, she worked across financial and operational roles at three healthcare companies (1985–2009) and in public accounting at Arthur Andersen prior to 1985. She holds a B.S. in Accounting from the University of Alabama and is a CPA (inactive) . Company context: in 2024 MPT executed $1.85B of asset sales, reduced net debt by ~$1.5B, addressed ~$3.9B of maturities, and re-tenanting removed Steward exposure—core balance-sheet and equity value priorities that shaped executive incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medical Properties Trust | Director; Managing Director; Vice President; SVP Ops & Secretary | 2009–2025 | Progressively led Asset Management/Underwriting; operational execution supporting portfolio re-tenanting and balance sheet priorities |
| Healthcare companies (3 firms) | Financial and operational roles | 1985–2009 | Multi-decadal healthcare operating/finance experience relevant to tenant performance and asset oversight |
| Arthur Andersen | Public accounting | Prior to 1985 | Foundation in audit/accounting discipline; CPA (inactive) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Red Mountain Theater | Director; Executive Committee member | Current | Community leadership; arts organization governance |
| Prescott House (child advocacy center) | Treasurer; Director | Current | Financial stewardship for child advocacy mission |
| Jones Valley Teaching Farms | Director | Current | Education/community impact governance |
| Grace House Ministries | Director | Current | Non-profit governance and community engagement |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 416,500 | 428,995 |
| Target Bonus % | Not applicable (CEO-determined for SVPs) | Not applicable (CEO-determined for SVPs) |
| Actual Bonus Paid ($) | 345,000 | 350,000 |
| All Other Compensation ($) | 26,743 | 18,704 |
| All Other Compensation detail | 401(k) match, insurance/benefits (per proxy footnote) | $13,800 401(k) match; $3,704 annual physical; $1,200 fitness; includes $1,654 tax gross-up |
| Total Reported Compensation ($) | 2,601,881 | 797,699 |
Performance Compensation
| Component | Metric/Hurdle | Weighting/Scale | Measurement Window | Status/Actual | Vesting Terms |
|---|---|---|---|---|---|
| 2023 Stock Price Performance Award (SVPs) | Stock price hurdles (company-wide): $7.00 (67%↑), $8.50 (103%↑), $10.00 (139%↑) | Payouts at 100%/200%/300% of target | Trailing 20-day avg price through 12/31/2027 | Remained unearned as of 12/31/2024; 1,254 shares earned and vested on 1/1/2025 from prior performance awards | Earned shares vest in equal quarterly installments over two years post-certification; unvested earned shares vest in full after 4-year period |
| 2022 Performance Award | EBITDA, FFO/share growth, acquisitions; TSR modifiers for Founders (SVPs participate on EBITDA/strategic goals framework) | Earn up to one-third in year 1; 100% by year 3 if targets met | 3-year period (2022–2024) | Ms. Hooper had 2022/2023 awards outstanding; 1,254 shares earned/vested 1/1/2025 (portion of awards earned) | Earned shares vest January 1 following certification |
| 2023 Performance Award | EBITDA (one-year threshold $1.33B; three-year target $1.45B) and strategic transactions (one-year $750M; three-year $2.25B) | Up to one-third in year 1; 100% by year 3 | 3-year period (2023–2025) | Unearned as of 12/31/2024 for Ms. Hooper (217,518 unearned units) | Earned shares vest Jan 1 following certification |
Notes:
- SVPs did not receive 2024 performance-based equity; their 2023 awards use the same stock price hurdles as CEO/CFO 2024 awards .
- MPT has not granted stock options to NEOs since 2004; no option overhang risk .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 137,630 shares; <1% of outstanding |
| Unvested restricted stock (time-based) | 11,768 shares (no right to sell or pledge) |
| Vested in 2024 | 36,231 shares; $181,059 value realized on vesting |
| Unvested and unearned performance awards | 217,518 units; $859,196 market/payout value at $3.95 closing price (12/31/2024) |
| Stock ownership guidelines | SVPs required to hold 1.5× base salary; compliance: Yes |
| Hedging/pledging | Prohibited by insider trading policy; prior authorization required for any trades |
| Pledging as collateral | Prohibited |
Employment Terms
| Topic | Terms for Rosa Hooper (SVP) |
|---|---|
| Employment agreement | Proxy notes “no new employment agreements since 2003” with evergreen/single-trigger/tax gross-up provisions; SVPs’ compensation determined by CEO with Compensation Committee review |
| Bonus determination | CEO evaluates individual performance; 2024 bonus $350,000 |
| Severance | No cash severance shown in proxy table for SVPs |
| Change-of-control (CoC) economics | Equity acceleration: $2,370,000 (2023 Stock Price Performance Award vests upon CoC if employed through date) |
| Termination without cause | Equity acceleration: $1,580,000; no accelerated vesting for good reason or permanent disability |
| Clawback policies | 2023 Clawback (mandatory recovery after restatement); 2013 Clawback (misconduct/fraud/gross negligence) |
| Insider trading controls | Prior authorization required; anti-hedging and anti-pledging |
Vesting Schedules and Potential Selling Pressure
- Time-based restricted stock: 4,192 shares vested on January 1, 2025; remaining 11,768 shares vest in equal quarterly installments from April 1, 2025 through January 1, 2026, creating predictable quarterly settlement windows .
- Performance awards: 2023 Stock Price Performance Award requires stock price hurdles; remains unearned as of 12/31/2024, limiting near-term selling pressure from performance equity; earned RSUs/shares vest over defined post-certification periods (two years for 2023 price award; full vest at end of period for unvested earned) .
Compensation Structure vs Performance Metrics
- Fixed pay for SVPs emphasizes cash with CEO-determined bonuses (no formulaic target %), aligning payouts to qualitative execution across tenant, cost, and strategic objectives; Ms. Hooper’s 2024 bonus was $350,000 .
- Long-term incentives for SVPs (granted in late 2023) tie payouts strictly to stock price appreciation with rigorous hurdles ($7/$8.5/$10), directly linking realized value to shareholder returns; these were unearned in 2024 .
- Company prioritized balance sheet health and equity value in 2024 (debt reduction, re-tenanting, financings), which informed bonus categories and performance focus .
Equity Ownership Alignment and Pledging
- Ms. Hooper meets stock ownership guidelines (≥1.5× salary); unvested restricted shares cannot be sold or pledged, and company policy prohibits hedging/pledging—strong alignment safeguards .
Employment Contracts, Severance, and CoC Economics
- No individualized employment agreement disclosed for Ms. Hooper; CEO determines SVP compensation with Compensation Committee oversight .
- SVP equity acceleration values indicate meaningful CoC exposure: $2.37M upon CoC (if employed through date) and $1.58M upon termination without cause; no acceleration for good reason/disability—mixed single/double-trigger dynamics at award level rather than contracts .
Performance & Track Record
- Company-level execution in 2024: $1.85B asset sales/joint ventures, ~$1.5B net debt reduction, ~$3.9B maturities addressed, complete removal of Steward exposure; these operational achievements underpin executive performance reviews and bonus determinations .
Say-on-Pay & Shareholder Feedback
- MPT recorded lower Say-on-Pay support over the past two years; 2024 program changes (e.g., stock price–only performance awards for CEO/CFO; similar 2023 awards for SVPs) reflect investor feedback and emphasis on realized value; management met with holders representing ~42% of outstanding shares .
Investment Implications
- Alignment: Anti-hedging/pledging policy, ownership guideline compliance, and performance equity tied to stringent stock price hurdles suggest strong pay-for-performance alignment and reduced misaligned risk-taking .
- Retention risk: Predictable quarterly vesting through Jan 1, 2026 and significant unearned performance awards may retain talent; limited 2024 equity grants to SVPs offset by 2023 performance grants could defer realizable pay until stock recovery .
- Trading signals: Quarterly vesting windows and prior authorization requirement temper opportunistic selling; performance awards remain a lever—achievement of $7/$8.5/$10 hurdles would unlock value and may drive incremental insider settlements when certified .
- CoC sensitivity: Equity acceleration magnitude ($2.37M CoC; $1.58M termination without cause) indicates meaningful personal upside in strategic alternatives, potentially aligning management to value-maximizing transactions but without cash severance for SVPs—watch for deal-related filings .