Scott M. Lappetito
About Scott M. Lappetito
Chief Financial Officer and Treasurer of National Healthcare Properties, Inc. since December 2021 (effective employment agreement January 1, 2025); age 38; CPA (NY); B.S. Accounting (Penn State), M.B.A. (Villanova). Prior roles include VP Corporate Accounting at Citigroup and public accounting at PwC, with AR Global-affiliated REIT finance leadership since 2016 . Company performance context: quarterly revenues have been stable in the mid‑$80M range; EBITDA in the mid‑$20M range over the last four quarters . Say‑on‑pay support was ~78.5% in 2023 .
Company performance (last four quarters):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $87,738,000 | $86,443,000 | $85,332,000 | $86,026,000 |
| EBITDA ($USD) | $26,713,000* | $26,022,000* | $25,395,000* | $26,336,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Healthcare Properties, Inc. | CFO & Treasurer | Dec 2021–present | Led finance through 2024 internalization, deleveraging and reporting enhancements . |
| Healthcare Trust Advisors LLC / Healthcare Trust Properties LLC | CFO, Treasurer & Secretary | Dec 2021–Sep 2024 | Managed external manager finance functions pre‑internalization . |
| National Healthcare Properties, Inc. | Chief Accounting Officer; Controller | Apr 2019–Dec 2021; Nov 2017–Apr 2019 | Built controllership and SEC reporting foundation . |
| The Necessity Retail REIT, Inc. | Chief Accounting Officer | Nov 2019–Mar 2020 | Public REIT accounting leadership . |
| AR Global | Assistant Controller | Oct 2016–Nov 2017 | REIT platform accounting . |
| Citigroup, Inc. | VP Corporate Accounting | Mar 2014–Oct 2016 | Corporate accounting leadership . |
| PwC | Public Accounting | Nov 2010–start date | Audit/assurance grounding . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed . |
Fixed Compensation
| Component | 2024 Status | 2025 Framework | Notes |
|---|---|---|---|
| Base Salary | $71,087 paid post‑internalization (annualized rate $425,000) | $425,000 base per employment agreement | Effective date Jan 1, 2025 . |
| Perquisites | Limited (e.g., professional license/continuing ed) | Limited; no enhanced retirement plans | Standard employee benefits; no SERP . |
Performance Compensation
| Metric/Program | Target | Threshold/Max | 2024 Actual | Vesting/Payment | Notes |
|---|---|---|---|---|---|
| 2025 Annual Incentive Program (AIP) | 100% of base salary | 50% threshold; 175% max | N/A (AIP starts 2025) | Paid early 2026 based on 2025 results | 2025 goals: leverage improvement, same‑store cash NOI growth, and individual/role performance (weights not disclosed) . |
| 2024 Discretionary Bonus | — | — | $743,750 | Paid Feb 2025 | Committee credited internalization execution, deleveraging, leasing, performance and reporting improvements . |
| 2024 Retention Bonus | — | — | $120,000 (for 2025 vesting) | Vests in four equal quarterly installments during 2025 | Internalization retention pool . |
| 2025 Long‑Term Incentive (LTI) Target | $800,000 grant-date FV (min) | — | — | 50% time‑based (ratable over 3 yrs); 50% performance‑based (3‑yr performance cycle) | Equity grants subject to 2025 Plan approval; fallback deferred cash if no listing/approval . |
| One‑Time Equity Award (post Plan approval) | $1,000,000 grant-date FV | — | — | Vests ratably over 3 years | Plan approved May 22, 2025; expected shares at NAV $32.15: 31,104 . |
Detailed AIP structure (2025):
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Leverage improvement | Not disclosed | Not disclosed | To be reported in 2026 proxy | Formulaic per AIP | 2025 program adopted Jan 2025 . |
| Same‑store cash NOI growth | Not disclosed | Not disclosed | To be reported in 2026 proxy | Formulaic per AIP | — |
| Individual/role performance | Not disclosed | Not disclosed | To be reported in 2026 proxy | Formulaic per AIP | — |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (Record Date 3/31/2025) | No common shares beneficially owned; “—” in table (less than 1%) . |
| Expected 2025 equity grants | One‑time award of $1,000,000; expected shares 31,104 at NAV $32.15 ; LTI target $800,000 (mix of time‑ and performance‑based) . |
| Hedging/pledging | Hedging, short sales, margin trading prohibited; pledging prohibited except with prior approval; blackout windows and pre‑clearance required . |
| Clawback | Compliant with SEC/Nasdaq: 3‑year lookback for accounting restatements; recovery of erroneously awarded incentive comp . |
| Ownership guidelines | Not disclosed for executives in the proxy –. |
Employment Terms
| Term | Provision | Economics |
|---|---|---|
| Agreement | Effective Jan 1, 2025; initial term to Jan 1, 2028 (renewable) | — |
| Base salary | $425,000 | — |
| Annual bonus | Target 100% of base; 2025 minimum not less than target | 2025 minimum ≥ $425,000 . |
| LTI | 2025 LTI target ≥ $800,000; 50% time‑based (ratable over 3 years), 50% performance‑based (3‑year period) | Equity plan approved May 22, 2025 . |
| One‑time equity award | $1,000,000 grant-date FV; ratable vest over 3 years | Expected 31,104 shares at NAV $32.15 . |
| Severance (no CIC) | 1.0× (base + target bonus); pro‑rata bonus; accelerate time‑based equity; up to 18 months COBRA | Cash severance: $850,000 . |
| Severance (CIC period) | 2.0× (base + target bonus); pro‑rata bonus; accelerate time‑based equity; up to 18 months COBRA | Cash severance: $1,700,000 . |
| Death/Disability | Accrued obligations; target/earned bonus treatment; base benefits | $425,000 for death/disability base/bonus items . |
| Restrictive covenants | Non‑disclosure; mutual non‑disparagement; non‑compete; customer/employee non‑solicit . | |
| Tax gross‑ups | None (no excise tax gross‑ups) . | |
| D&O protections | Indemnification agreements; advancement; post‑CIC D&O insurance tail provided –. |
Compensation Structure Analysis
- Shift from discretionary cash bonuses (2024) to formulaic, performance‑linked AIP and multi‑year equity in 2025 increases at‑risk pay and alignment; 2025 minimum bonus protects transition year income .
- Equity overhang managed via 2025 Plan guardrails (no repricing, no evergreen, no liberal share recycling); initial reserve 1.9M shares plus 6.5% add‑on upon offering/listing; 10‑year term to 2035 .
- Policies prohibit hedging/pledging and enforce pre‑clearance/blackouts; clawback compliant with SEC/Nasdaq—strong governance features –.
Related Party Transactions
- Lappetito held identical roles at the former external Advisor and Property Manager through internalization; related party fees and the internalization consideration are disclosed (Advisor fee payments, promissory note repaid Jan 2025) . No specific personal related‑party transactions are disclosed for Lappetito .
Say‑on‑Pay & Peer Benchmarking
- 2023 say‑on‑pay received ~78.5% support . Ferguson Partners engaged as independent compensation consultant; peer benchmarking utilized (peer list not disclosed) .
Investment Implications
- Alignment: 2025 introduces structured AIP tied to leverage and same‑store cash NOI, plus 50% performance‑based LTI, improving pay‑for‑performance linkage .
- Retention and overhang: One‑time $1.0M equity grant (31,104 expected shares at NAV) and annual LTI create multi‑year vesting, reducing voluntary turnover risk but introducing scheduled vesting supply; hedging/pledging prohibitions and blackouts moderate near‑term selling pressure .
- Severance/CIC economics: 1×/2× cash severance with accelerated vesting of time‑based equity provide market‑typical protections; no single‑trigger cash and no tax gross‑ups mitigate shareholder‑unfriendly risks .
- Execution track record: 2024 internalization and deleveraging achievements under management (including CFO) were cited in awarding discretionary 2024 bonuses; stable revenue/EBITDA run‑rate supports incentive targeting going into 2025 .