Michael Anderson
About Michael Anderson
Michael Anderson is Chief Executive Officer, President, and a Class I Director of National Healthcare Properties, Inc. (NHPAP). He has served as CEO since September 2023 and joined the Board in September 2024; he is 36 years old, holds a B.A. from the University of Arizona (cum laude) and a J.D. from the University of Mississippi School of Law (summa cum laude), and has led over $10 billion in real estate, equity, debt, M&A, and corporate transactions across multiple public REITs and entities affiliated with AR Global . The company reported net losses attributable to common stockholders of approximately $203.5 million in 2024, $86.1 million in 2023, and $93.3 million in 2022, framing performance context during Anderson’s tenure and the internalization transition .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Healthcare Properties, Inc. | Chief Executive Officer, President | Sep 2023 – present | Led internalization of advisory/property management functions; deleveraging and portfolio performance improvements cited in compensation decisions . |
| National Healthcare Properties, Inc. | Director (Class I) | Sep 2024 – present | Board member; nominated to serve until the 2027 Annual Meeting . |
| American Strategic Investment Co. (NYSE: NYC) | Chief Executive Officer | Sep 2023 – Mar 2025 | Public REIT leadership experience . |
| G&P Acquisition Corp. | General Counsel & Secretary | Dec 2020 – Dec 2022 | SPAC legal/governance leadership . |
| AR Global and controlling entity | Principal | Since 2020 | Leadership across affiliates; multi-REIT oversight and transactions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AR Global (and affiliates) | Principal | Since 2020 | Employment agreement permits continued relationships/business interests so long as not materially interfering with NHP duties . |
Board Governance
- Structure: Board of six; majority independent directors; non-executive chair is Leslie D. Michelson; Anderson serves as CEO and director (Class I) .
- Committees: Audit (Michelson—Chair; Tuppeny; Rendell; Penn), Compensation (Tuppeny—Chair; Michelson; Penn), Nominating & Corporate Governance (Tuppeny—Chair; Michelson; Penn; Rendell). Anderson is not a member of these committees .
- Attendance: Board held 12 meetings in 2024; all directors attended at least 75% of board/committee meetings; all directors attended 2024 Annual Meeting .
- Director pay: Employee directors are not paid for director service; Anderson received no director compensation in 2024 .
- Independence and dual-role implications: Board maintains independent leadership with a non-executive chair; four directors are independent under Nasdaq/SEC rules, helping mitigate CEO-director dual-role concerns .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $104,999 | $172,307 (partial-year post-internalization; annual rate $800,000) |
| Bonus ($) | $33,636 | $2,290,000 (includes $1,890,000 discretionary bonus and $400,000 signing bonus) |
| Stock Awards ($) | — | — |
| All Other Compensation ($) | $15,750 | — |
| Total ($) | $154,385 | $2,462,307 |
- 2024 salary reflects post-internalization timing; annualized 2024 CEO salary set at $800,000 .
- 2024 bonuses were discretionary, recognizing internalization completion, expected expense savings, deleveraging progress, leasing strength, portfolio performance improvements, and reporting enhancements .
Performance Compensation
Annual Incentive Program (AIP) – 2025 (Cash)
| Element | Detail |
|---|---|
| Target bonus | 135% of base salary (CEO) |
| Threshold | 67.5% of base salary |
| Maximum | 236.25% of base salary |
| Performance metrics | Company leverage improvement; same-store cash NOI growth; individual/role-specific performance |
| Weighting | Not disclosed |
| Vesting/Payment | Cash bonus based on 2025 performance; payout in early 2026 |
Long-Term Incentive Awards (LTIP) – 2025 (Equity, subject to shareholder approval of 2025 Plan)
| Award Type | Target Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|
| Time-based restricted common stock | ≥ $0.9 million (≥50% of total $1.8 million LTIP) | Ratable annual installments over 3 years, subject to continued employment | Discretionary structure; time-based share award is at least 50% of LTIP . |
| Performance-based RSUs | ≤ $0.9 million (remainder of $1.8 million LTIP) | Earned after a 3-year performance period, goals set at cycle start | Designed to align multi-year performance with realized payouts . |
| Contingency if Plan not approved | $1.8 million deferred cash award | One-third payable at end of 2025/2026/2027, subject to continued employment | Automatic conversion if Plan not approved . |
Internalization One-Time Award (Equity; pending Plan approval)
| Award | Amount | Expected Shares | Vesting |
|---|---|---|---|
| Time-based restricted common stock | $2,000,000 | 62,208 shares at $32.15 NAV per share | Ratable annual installments over 3 years, subject to continued employment |
| Contingency if Plan not approved | $2,000,000 deferred cash | — | One-third payable annually over 3 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 31, 2025 record date) | Michael Anderson: — shares; less than 1% |
| Upcoming equity (subject to Plan approval) | Internalization award $2.0M; expected 62,208 shares at NAV; LTIP target $1.8M (mix of time-based and PSUs) |
| Hedging/pledging policy | Hedging, short sales, options, and margin/pledging prohibited; any exception requires prior approval; comprehensive insider trading and blackout rules with pre-clearance and 10b5-1 plan governance |
| Stock ownership guidelines | Not disclosed in proxy |
| Form 4/insider sales | Not disclosed in proxy; insider trading policy governs pre-clearance and reporting |
Employment Terms
| Term | Detail |
|---|---|
| Agreement effective/term | Effective Sep 27, 2024; initial term through Sep 27, 2027; extendable by mutual written agreement |
| Role | Chief Executive Officer and President |
| Base salary | $800,000 |
| Target annual bonus | 135% of base salary; minimum not less than target for 2024 and 2025 |
| Signing bonus | $400,000 (paid Sep 2024) |
| Annual LTIP eligibility | Target ≥$1.8 million; ≥50% time-based stock; balance performance-based RSUs |
| Internalization award | $2.0 million time-based restricted common stock; 3-year ratable vesting |
| If Plan not approved | LTIP and internalization awards convert to deferred cash awards with 3-year schedule |
| Severance (no CIC) | 2.0x (salary + target bonus) cash; accrued unpaid prior-year bonus; pro rata current-year bonus; accelerated vesting of unvested time-based equity; up to 18 months COBRA reimbursement |
| Severance (during CIC period) | 3.0x (salary + target bonus) cash; same base benefits; up to 18 months COBRA reimbursement |
| Non-compete / non-solicit | Non-competition, customer non-solicitation, and employee non-solicitation covenants; mutual non-disparagement; confidentiality |
| Continued external roles | Permitted AR Global/affiliate roles if not materially interfering with NHP duties |
Potential Payments (as of Dec 31, 2024)
| Scenario | Salary/Bonus Related | Cash Severance | Accelerated Equity | Other Benefits | Total |
|---|---|---|---|---|---|
| Death or Disability | $1,080,000 | — | — | — | $1,080,000 |
| Termination without Cause / Resign for Good Reason (no CIC) | $1,080,000 | $3,760,000 | — | $14,018 | $4,854,018 |
| Termination without Cause / Resign for Good Reason (during CIC period) | $1,080,000 | $5,640,000 | — | $14,018 | $6,734,018 |
Compensation Structure Analysis
- Pay-for-performance posture: New AIP with formulaic metrics (leverage, same-store cash NOI) and significant variable-at-risk pay; LTIP mix emphasizes multi-year performance alignment (PSUs) over pure time-based awards .
- 2024 discretionary bonuses signal Board recognition of execution on internalization, deleveraging, and operations despite reported net losses; 2024/2025 bonus floors ensure near-term pay certainty for CEO and CFO as programs mature .
- Governance controls: Clawback compliant with SEC/Nasdaq; prohibitions on hedging/pledging/short sales/options; no excise tax gross-ups; no single-trigger cash severance; caps on payouts .
- Peer benchmarking and consultant: Compensation Committee uses external peer references; Ferguson Partners Consulting engaged; Committee independent; no interlocks in 2024 .
Related Party Transactions & Conflicts
- Internalization: $98.2 million internalization fee; $5.5 million asset management fee and $2.9 million property management fee paid to Advisor Parent; $75.0 million cash plus $30.3 million unsecured promissory note fully repaid Jan 2025; cessation of ongoing asset/property management fees thereafter .
- Historical advisor/property manager fee structures and Class B OP Units vesting conditions summarized; listing/liquidity events remain a vesting condition for Class B Units .
- Related Party Transactions Policy adopted Feb 2025 with structured committee oversight; transition services reimbursed (~$0.3 million through end of 2024) .
Say-on-Pay & Shareholder Feedback
- 2023 Say-on-Pay approval: ~78.5% of votes cast supported NEO compensation; next say-on-pay scheduled for 2026 Annual Meeting .
Expertise & Qualifications
- Real estate/M&A execution across public REITs; legal training; multi-entity leadership and transaction experience; BA and JD with honors .
Performance & Track Record
- Committee-cited 2024 achievements: internalization completion and expected cost savings, deleveraging via disciplined dispositions, strong leasing, portfolio performance improvements, and enhanced financial reporting cadence and quality .
- Pay versus performance disclosure shows negative net income context during transition (net losses of ~$203.5 million in 2024; ~$86.1 million in 2023; ~$93.3 million in 2022) .
Equity Securities Context (Trading & Listing)
- Series A (7.375%) and Series B (7.125%) preferred stocks listed on Nasdaq as NHPAP and NHPBP; common stock registered under Section 12(g) but not listed; insider trading policy mandates pre-clearance, blackout windows, and robust Rule 10b5‑1 governance .
Investment Implications
- Alignment: Near-term equity awards (internalization + LTIP) with three-year vesting and PSUs should strengthen pay-for-performance alignment; prohibitions on hedging/pledging reduce misalignment risk and potential forced-selling dynamics .
- Retention: Double-trigger CIC severance at 3.0x salary+target bonus and 2.0x outside CIC, plus bonus and COBRA benefits, provide retention/stability amid listing/strategic event scenarios; 2024/2025 bonus floors further stabilize near-term compensation .
- Governance: Independent non-executive chair and independent committees mitigate CEO-director dual-role concerns; clawback and no-gross-up policies enhance shareholder-friendly posture .
- Trading signals: Expected vesting cadence (2025–2027) could introduce mechanical sell windows, but policy constraints and potential use of approved Rule 10b5-1 plans may smooth supply; absence of current beneficial holdings suggests limited near-term insider selling pressure until awards vest/settle .
- Execution risk: Persistent net losses and internalization-related transitions highlight the importance of achieving leverage improvement and same-store cash NOI growth embedded in the AIP; monitoring 2025 LTIP approvals, award grants, and any listing changes is critical .
Note: Items such as ownership guidelines, detailed AIP/PSU weightings, and Form 4 insider transactions were not disclosed in the proxy/10-K and are therefore omitted .