Steven Hamner
About Steven Hamner
R. Steven Hamner is Executive Vice President, Chief Financial Officer, and a director of Medical Properties Trust (MPT). He is a co‑founder, age 68, and has served on the board since 2005, bringing deep real estate, healthcare, and corporate finance expertise, with prior roles at United Investors Realty Trust and Ernst & Young . In 2024, MPT’s stock closed the year at $3.95 and company TSR for the year was 28.07 (fixed $100 basis), while net loss was $2,410.3 million; the pay-versus-performance disclosure emphasizes stock price as the most important compensation performance measure . The board reshaped incentives to prioritize equity value and balance sheet health, with goals tied to net debt reduction, maturities, and tenant transitions, reflecting the company’s strategic response to challenging conditions since 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medical Properties Trust, Inc. | Executive Vice President & Chief Accounting Officer | Aug–Sep 2003 | Early finance and accounting leadership during MPT’s formation |
| Transaction Analysis LLC | Managing Director | Oct 2001 – Mar 2004 | Interim/project accounting and consulting to commercial real estate owners |
| United Investors Realty Trust (public REIT) | Vice President & Chief Financial Officer | Jun 1998 – Sep 2001 | Public-company CFO experience in REIT sector |
| Ernst & Young LLP | Audit/consulting roles | Ten years prior to 1998 | Big Four training across accounting and advisory |
External Roles
No additional public-company directorships or external board roles for Mr. Hamner are disclosed in the proxy .
Fixed Compensation
| Component | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Base Salary | 675,000 | 675,000 | 675,000 |
| Bonus (discretionary) | 303,750 | 202,500 | 253,125 |
| All Other Compensation (perqs/benefits) | 32,974 | 49,931 | 51,207 |
| Total Fixed (Salary + Bonus + All Other) | 1,011,724 | 927,431 | 979,332 |
Perquisites include 401(k) match ($13,800), health insurance, automobile allowance ($9,000), tax preparation/financial planning reimbursements, annual physical, and associated tax gross‑ups ($6,840 in 2024) . His base salary has not increased since 2020 .
Performance Compensation
Annual Cash Incentive (2024 Plan Structure and Outcomes)
| Metric | Weighting | Threshold | Target | Maximum | Supplemental | 2024 Achievement | Notes |
|---|---|---|---|---|---|---|---|
| Leverage: Reduction of Net Debt ($mm) | 25% | 500 | 750 | 1,000 | 1,250 | 1,301 | Supplemental achieved; weighting increased to 30% for payout calc |
| Leverage: Remaining Near‑Term Maturities ($mm) | 25% | 1,700 | 1,350 | 1,000 | 650 | 1,690 | Target/threshold; excludes early‑2025 refinancing |
| Corporate Goals: OpEx Reduction vs FY 2022 (%) | 15% | 4 | 6 | 8 | 10 | 11.80 | Supplemental achieved; weighting increased to 20% for payout calc |
| Tenant‑Related Objectives | 15% | — | — | — | Exceed Goals | Target | Retenanting/sale exceeded; Steward concentration reduced to 0%; PHP proceeds/CT sale not achieved |
| Corporate‑Related Objectives | 20% | — | — | — | N/A | Target/Max | Max for ESG/strategic relationships; target for shareholder outreach/leadership development |
- 2024 bonus earned outcomes: Mr. Hamner’s annual cash bonus earned at 132% of target; paid $1,335,352 .
- Non‑equity incentive (formulaic bonus) reported in SCT: $1,082,227 (reflects corporate goal achievements) .
Long‑Term Equity Awards (2024 Grants and Mechanics)
| Award Type | Units/Value | Vesting | Performance Hurdles | Settlement |
|---|---|---|---|---|
| Time‑Based Restricted Stock (2024 grant) | 436,603 shares; grant‑date fair value $1,907,955 | Equal quarterly installments over 3 years; dividends from grant date | N/A | Shares |
| Stock Price Performance RSUs (2024 grant) | Target 900,000 units; grant‑date fair value $4,437,000 | Earned RSUs vest quarterly over 1 year after certification; all unvested earned RSUs vest at final determination post‑period | Price hurdles: $7.00 (100%), $8.50 (200%), $10.00 (300%); based on trailing 20‑day average through 12/31/2027; linear interpolation between hurdles | Cash, using 5‑day average closing price at vest |
No 2024 stock price awards were earned in 2024; payout requires at least 67% stock price appreciation from the $4.18 grant-date price ($7.00) .
Realized Equity in 2024 (Supply/pressure indicator)
| Metric | 2024 |
|---|---|
| Shares vested (count) | 495,874 |
| Value realized on vesting ($) | 2,478,093 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 2,338,515 shares; <1% of shares outstanding |
| Included Unvested Restricted Stock | 344,525 shares (not sellable/pledgeable) |
| Unvested Time‑Based Shares (12/31/2024) | 402,121 shares; market value $1,588,378 (at $3.95) |
| Unearned Performance Awards (open) | 1,247,766 units; payout value $4,928,676 (at $3.95) (includes 2022, 2023, 2024 awards) |
| Shares Earned & Vested Jan 1, 2025 | 22,936 shares (from performance awards) |
| Options | None; MPT has not issued options to NEOs since 2004 directors |
| Hedging/Pledging | Prohibited for all employees/directors under Insider Trading Policy |
| Stock Ownership Guidelines | CFO: 4x base salary; compliance: Yes |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Structure | Founder agreements (2003): initial 3‑year term; auto‑renewing 1‑year extensions (evergreen) unless non‑renewed |
| Severance (No Cause/Good Reason/Disability) | Lump sum equals 3×(current salary + average cash bonus over prior 3 years; highest cash bonus for CEO); pro‑rated current year bonus; benefits continuation for 3 years (5 years for CEO); continued life/disability premium reimbursements (3 years; 5 years for CEO) |
| Change‑of‑Control (Equity) | Founders become fully vested in equity upon a change of control |
| Change‑of‑Control (Cash) | If terminated for cause or by executive without good reason “in connection with” a CoC: cash equals 3× largest 12‑month cash compensation during tenure |
| Excise Tax Gross‑Up | Agreements require gross‑up for IRC 4999 excise tax (legacy contracts); company will not enter new agreements with excise gross‑ups going forward |
| Non‑Compete / Non‑Solicit | 18‑month non‑compete (except for termination without cause or good reason) and non‑solicit in substantially similar businesses |
| 2024 Potential Payments Table (CFO) | Cash severance: $6,637,026 (CoC scenario) and $6,101,480 (termination not for cause/for good reason/permanent disability); equity acceleration value: $14,918,811 across qualifying events (values at $3.95) |
Board Governance
- Board Service and Roles: Director since 2005; member of Investment Committee (committee oversees transactions $20–$100mm) .
- Independence: Not independent (7 of 9 nominees are independent; Hamner is an executive director) .
- Leadership Structure: Combined Chair/CEO (Aldag) with a Lead Independent Director (Michael G. Stewart) and independent committee chairs; regular executive sessions of independents .
- Attendance: In 2024, each incumbent director attended at least 75% of board and committee meetings .
- Director Compensation: Employee directors receive no additional pay for board service; cash/equity retainer program applies to non‑employee directors only .
Director Compensation (as Director)
| Item | Detail |
|---|---|
| Additional Director Pay | None; employee directors do not receive director compensation |
| Director Ownership Guidelines | Non‑employee directors: 3× annual retainer |
Compensation Peer Group (2024)
- Adjustments: Removed outsized peers (e.g., Welltower, Iron Mountain, SBA Communications); added W. P. Carey to better match current size and industry position .
- 2024 Peer Group includes Alexandria, BXP, Douglas Emmett, Gaming & Leisure Properties, Healthcare Realty, Healthpeak, Hudson Pacific, JBG SMITH, Kilroy, Omega, SL Green, Ventas, Vornado, W. P. Carey; MPT total capitalization used in benchmarking was $11,314 million (S&P Capital IQ Pro as of 12/31/2024). No fixed percentile targeting; used for competitiveness and governance benchmarking .
Say‑on‑Pay & Shareholder Feedback
- Support Trend: Say‑on‑Pay support was lower over the past two years; in response, 2024 long‑term awards for CEO/CFO were redesigned to be solely stock‑price driven, with rigorous hurdles and expanded disclosure, and enhanced shareholder outreach (top 50 holders; meetings covering ~42% of shares) .
Related Party Transactions
- Family Employment: In 2024, Mr. Hamner had two family members employed by MPT in non‑executive roles; each received total compensation between $120,000 and $345,000 (comparable to peers in similar positions; standard benefit eligibility) .
Risk Indicators & Red Flags
- Change‑of‑Control Economics: Legacy excise tax gross‑up provisions for founders remain in place despite policy to avoid such provisions in new contracts (shareholder‑unfriendly; mitigated by no new gross‑up agreements) .
- Equity Acceleration: Single‑trigger full equity vesting upon CoC for founders; 2024 potential equity acceleration of $14.9 million for CFO at $3.95 share price increases CoC payout leverage .
- Lower Say‑on‑Pay Support: Indicates shareholder scrutiny of pay design/outcomes; company responded with stock‑price linked awards and enhanced disclosure .
- Hedging/Pledging: Prohibited by policy (alignment positive) .
- Clawbacks: 2023 policy (mandatory recoupment on restatement) and 2013 policy (recoupment for misconduct/gross negligence) strengthen governance .
Performance & Track Record (Company Context)
- 2024 execution: $1.85 billion asset sales with >$450 million gains; $800 million UK secured loan at 6.88%; $2.5 billion secured notes (Feb 2025); addressed $3.9 billion of maturities; reduced net debt by $1.5 billion; re‑tenanted ~$1.5 billion of facilities; eliminated Steward exposure; reduced largest tenant concentration from 24.2% (12/31/2022) to 14.2% (12/31/2024) .
Investment Implications
- Alignment improving but payout leverage remains high: 2024 design ties all long‑term awards for CEO/CFO to stock price appreciation with no 2024 earn‑outs; however, single‑trigger CoC vesting and legacy excise tax gross‑ups create elevated transaction payout leverage (monitor M&A risk/payout optics) .
- Vesting supply and selling pressure: Significant quarterly vesting from time‑based awards (402,121 unvested as of 12/31/2024) and future potential performance RSU settlements could add supply over time; realized vesting of 495,874 shares in 2024 signals ongoing flow to market (subject to trading windows) .
- Ownership and guidelines: CFO’s meaningful equity exposure (2.34 million shares beneficial ownership; compliant with 4× salary guideline) and anti‑hedging/pledging policies support alignment with shareholders .
- Bonus calibration: 2024 bonus payout at 132% of target reflects strong execution on deleveraging and OpEx reduction; near‑term scorecard approach can be supportive of turnaround thesis if sustained (watch continued progress on maturities and tenant diversification) .