Edward M. Weil, Jr.

About Edward M. Weil, Jr.

Edward M. Weil, Jr. (age 58) is a Class III director of National Healthcare Properties, Inc. (“NHP”), serving on the board since October 2016; his current term expires at the 2026 annual meeting . He previously served as NHP’s Chief Executive Officer and President from August 2018 to September 2023 and has significant REIT leadership experience under the AR Global platform; he attended George Washington University . The board’s independent chair is Leslie D. Michelson; Weil is not designated independent by the company’s independence determinations .

Past Roles

External Roles

Board Governance

• Independence: Not listed among the board’s independent directors (independent directors are Michelson, Rendell, Tuppeny, and Penn) .
• Committees: Not a member of the Audit, Compensation, or Nominating & Corporate Governance Committees; those committees are composed entirely of independent directors (Audit: Michelson (Chair), Tuppeny, Rendell, Penn; Compensation: Tuppeny (Chair), Michelson, Penn; Nominating & Corporate Governance: Tuppeny (Chair), Michelson, Penn, Rendell) .
• Attendance and engagement: Board met 12 times in 2024; all directors attended at least 75% of board and applicable committee meetings and attended the 2024 annual meeting .
• Leadership: Non-executive chair is Leslie D. Michelson; CEO is Michael Anderson; majority independent board .

Fixed Compensation

Notes: Prior framework (pre-2025) included a $30,000 annual retainer, per-meeting fees, and a $25,000/month non-executive chair retainer through 12/31/2024 .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• REIT leadership and real estate operations: Former CEO/President of NHP (2018–2023) and leadership roles at multiple AR Global-advised REITs; SVP of Sales & Leasing at American Financial Realty Trust (33M sq ft portfolio) .
• Corporate governance/industry leadership: ADISA board (2012–2014) and President (2013) .
• Education: Attended George Washington University .

Equity Ownership

Policy safeguards: Company prohibits hedging and pledging without prior approval and maintains a clawback policy consistent with SEC/Nasdaq rules .

Related-Party Exposure and Potential Conflicts

• AR Global affiliation: Weil “has also owned a non‑controlling interest in the parent of AR Global,” which historically controlled the former Advisor and Property Manager to NHP; he disclaims beneficial ownership of AR Global’s securities .
• Internalization transactions (2024): NHP paid an internalization fee of $98.2 million to acquire the Advisor; also paid $5.5 million (base management fee for remaining notice period) and $2.9 million (property management fee through term) to the Advisor’s parent; a $30.3 million unsecured promissory note issued at close was fully repaid in January 2025 .
• Pre-close fees (2024): Asset management fees of $16.4 million and property management fees of $3.6 million paid to affiliates prior to internalization; $10.6 million administrative reimbursements to the former Advisor .
• Ongoing affiliate interests: An affiliate (Healthcare Trust Special Limited Partner, LLC) holds 2,718 NHP shares and special OP interests with potential subordinated incentive distributions upon future listing/liquidity, which remain unearned to date .
• Governance mitigants: Related party transactions are overseen under a February 2025 Related Party Transactions Policy by the independent Nominating & Corporate Governance Committee; independent-only audit/comp/nominating committees review risk, compensation, and related-party matters .

Director Compensation (detail)

2025 program (if plan approved): $75,000 cash retainer plus $100,000 annual equity grant for non‑employee directors; chair retainers as applicable (Weil is not a chair) .

Independence, Attendance, and Engagement

Say‑on‑Pay & Shareholder Feedback (context)

• At the 2023 annual meeting, 78.5% of votes cast supported the advisory vote on executive compensation (covering 2022 NEO pay); next say‑on‑pay is planned for the 2026 annual meeting .

Governance Assessment

• Strengths

  • Independent-only key committees and independent non-executive chair; related-party oversight resides with the independent Nominating & Corporate Governance Committee .
  • Anti‑hedging/anti‑pledging policy and clawback policy aligned to SEC/Nasdaq standards .
  • Director compensation structure moving to include annual equity grants (alignment) in 2025, subject to plan approval .

• Risk indicators and potential RED FLAGS

  • Not independent; recently served as NHP CEO/President (through Sep 2023), now returning as a non‑employee director, which some investors may view as limiting board independence .
  • AR Global affiliation: non‑controlling interest in the parent of AR Global while NHP historically paid significant fees to AR Global‑affiliated entities and a $98.2 million internalization fee in 2024; although he disclaims beneficial ownership of AR Global securities and is not on related‑party review committees, affiliation may be scrutinized for perceived conflicts .
  • Zero direct beneficial ownership reported; while anti‑hedging/pledging policies are in place, lack of personal holdings can be viewed as weaker “skin‑in‑the‑game” for some investors (director equity grants expected from 2025 subject to plan approval) .

• Monitoring items for investors

  • Execution and transparency around related‑party unwind: track any remaining affiliate arrangements (e.g., Special Limited Partner subordinated incentives) and ensure robust independent review .
  • Director equity adoption: confirm grant and vesting under the 2025 Omnibus Incentive Plan for improved alignment .
  • Time commitments: Weil concurrently serves as CEO and President of GNL and as a director at ASIC; investors often monitor multi‑role directors for potential capacity constraints .

All citations refer to NHPAP DEF 14A filed April 11, 2025.