Steven Dawson
About Steven Dawson
G. Steven Dawson, age 67, has served as an independent director of Medical Properties Trust (MPT) since 2004 and is Chair of the Audit Committee and a member of the Investment Committee. He is a private investor focused on real estate and financial services since 2003; previously CFO and SVP–Finance at Camden Property Trust (NYSE: CPT) from 1990–2003. Dawson holds a business degree from Texas A&M University and is recognized by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Camden Property Trust (NYSE: CPT) | Chief Financial Officer; SVP–Finance | 1990–2003 | Senior finance leadership for large public REIT; public company oversight experience |
| Private Investor (US/Canada) | Real estate and financial services investor | 2003–present | Board service across public/private REITs; corporate finance and strategic planning focus |
External Roles
| Organization | Role | Tenure | Committees/Responsibilities |
|---|---|---|---|
| Cohen & Company (NYSE American: COHN) | Director; Audit Committee Chair; member of Nominating & Corporate Governance and Compensation Committees | Current | Audit chair; multi-committee governance responsibilities |
| Nova Net Lease REIT (CSE: NNL-U.CN) | Chairman, Board of Trustees | Current | Board leadership at specialty industrial net-lease REIT |
| Texas A&M Mays Graduate School | Real Estate Roundtable member | Current | Advisory involvement in real estate leadership network |
Board Governance
- Independence: The Board determined Dawson is independent under NYSE standards; seven of nine directors are independent.
- Committee assignments: Audit (Chair); Investment (Member). Audit Committee members are financially literate; Dawson qualifies as an “audit committee financial expert.”
- Meeting cadence and attendance: 2024 Board met 7 times; Audit 4; Compensation 5; ENR 1; Investment acted by consent twice; Risk did not meet. Each incumbent director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Lead Independent Director structure with regular executive sessions; committee chairs are independent.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Non‑employee director retainer (2024) |
| Audit Chair retainer | $35,000 | Additional cash for committee chair role |
| Total cash (fees earned) | $150,000 | Dawson’s 2024 cash fees |
| Director retirement policy | Final annual retainer ÷ 12 × years of service (lump sum at retirement) | Adopted Feb 2017 |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted stock (annual grant) | Mar 15, 2024 | 29,914 shares | $128,032 (at $4.28/share) | Vests over 3 years in equal quarterly installments |
| Unvested restricted stock (as of Dec 31, 2024) | — | 26,920 shares | — | Remaining scheduled vesting per quarterly cadence |
Directors do not receive options or performance-vested equity; compensation is cash plus time-based restricted stock only.
Other Directorships & Interlocks
| External Entity | Relationship to MPW | Potential Conflict Considerations |
|---|---|---|
| Cohen & Company (COHN) | No disclosed transactions or vendor/customer relationship to MPW | Board determined Dawson’s service on other audit committees does not impair effectiveness at MPW; no related-party issues disclosed for Dawson. |
| Nova Net Lease REIT (NNL-U.CN) | Focus on specialty industrial net-lease, distinct from MPT’s hospital REIT focus | Different asset class; no disclosed related-party transactions with MPW. |
Expertise & Qualifications
- Corporate finance and public REIT governance; extensive audit oversight credentials (Audit Chair; “financial expert”).
- Strategic planning, investment, and real estate experience; prior large‑cap REIT CFO.
- Board matrix skills include strategic planning, risk management, REIT/real estate, finance/accounting, and investment.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 153,500 shares (less than 1% of outstanding) |
| Unvested restricted shares | 26,920 shares |
| Ownership guidelines | Non‑employee directors: 3× annual fee; Company reports compliance “Yes” |
| Hedging/pledging | Prohibited by Insider Trading Policy (no hedging or pledging of MPW stock) |
Governance Assessment
- Strengths: Independent Audit Chair with financial expert designation; multi-committee experience across public boards; disclosed prohibition on stock hedging/pledging; clear director ownership guidelines; full Board/committee attendance thresholds met in 2024; all directors attended annual meeting.
- Alignment: Director pay mix emphasizes equity via time-based restricted stock with multi‑year vesting; Dawson’s beneficial ownership and unvested equity support alignment.
- Potential risks/flags:
- Tenure since 2004 may raise entrenchment concerns for some investors despite ongoing board refresh efforts; Board diversity noted but limited (11% ethnically diverse).
- Retirement lump‑sum formula could be viewed as legacy-friendly, though standard in some REITs; monitor for changes relative to evolving governance norms.
- No Dawson‑specific related party transactions disclosed; continue monitoring ordinary-course vendor relationships and any family employment disclosures (none cited for Dawson).
Overall, Dawson’s audit leadership and independent status, combined with equity-based director compensation and anti‑pledging protections, support investor confidence in financial oversight and board effectiveness; tenure and retirement policy are areas for ongoing governance scrutiny.