COMMUNITY HEALTHCARE TRUST INC (CHCT)
Sector: Real Estate
2026 Annual Meeting Analysis
COMMUNITY HEALTHCARE TRUST INC · Meeting: May 7, 2026
Directors FOR
0
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Cotman has served since 2022, so her tenure meaningfully overlaps with CHCT's severe stock underperformance — the company's shares have lost about 38% over three years while the compensation peer group gained roughly 24%, a gap of 62 percentage points that far exceeds the 20-point trigger threshold for companies with negative absolute returns; the five-year record (a nearly 80-point gap vs. peer median) provides no mitigating relief, so the AGAINST vote stands.
Mr. Dupuy has served as a director since 2023 and as CEO since March 2023, meaning his tenure as both director and chief executive substantially overlaps with the period of severe underperformance; CHCT's stock has fallen nearly 38% over three years while the disclosed peer group rose about 24%, a 62-point gap well above the 20-point trigger, and the five-year comparison provides no relief; as an executive director he is subject to the same TSR trigger as independent directors, independent of the Say on Pay vote.
Mr. Gardner has been a director since 2015 and Chairman since 2023, giving him full overlap with the three-year underperformance period; CHCT has lost about 38% while the peer group gained 24% (a 62-point gap exceeding the 20-point threshold), and the five-year record is even worse with a nearly 80-point peer gap, so no 5-year mitigant applies.
Ms. Gulmi has served since 2018 and chairs the Compensation Committee, giving her full overlap with both the 3-year and 5-year underperformance periods; the 62-point three-year gap versus the peer group far exceeds the 20-point trigger, and the five-year gap of nearly 80 points provides no mitigating relief.
Mr. Hensley has served since 2015 and chairs the Audit Committee, providing full tenure overlap with the underperformance period; CHCT's three-year stock return is about 62 percentage points below the peer group median, well above the 20-point trigger for companies with negative absolute returns, and the five-year comparison reveals an even larger gap, eliminating any 5-year mitigant.
Professor Van Horn has served since 2015, giving him full overlap with both the 3-year and 5-year underperformance periods; with CHCT trailing its compensation peer group by 62 percentage points over three years on an absolute negative return, the trigger is firmly met, and the five-year peer gap of nearly 80 points confirms that the underperformance is sustained rather than transient.
For Analysis
All six director nominees receive an AGAINST vote. CHCT's shares have declined roughly 38% over the past three years while the company's own disclosed compensation peer group (14 companies) gained approximately 24%, producing a 62-percentage-point gap that far exceeds the 20-point trigger threshold applicable when a company's absolute three-year return is negative. The five-year comparison is even worse (a nearly 80-point gap vs. peer median of +31%), so the policy's 5-year mitigant does not apply for any director. No director joined within the past 24 months, so no exemptions apply. The AGAINST votes are applied individually to each director based on their tenure overlap with the underperformance period, which is substantial for all six nominees.
Say on Pay
✓ FORCEO
David H. Dupuy
Total Comp
$2,448,171
Prior Support
88%%
The CEO's total reported compensation of approximately $2.45 million is reasonable for a small-cap healthcare REIT CEO (market cap ~$473 million) and does not appear materially above benchmark for this title, sector, and size band; the compensation structure is well-designed — roughly 53% of total pay is variable and performance-linked (bonuses tied to AFFO per share, dividend coverage, and debt ratios, plus equity awards with explicit relative and absolute TSR hurdles over three-year forward-looking periods), and the committee proactively reduced bonus and equity targets in response to poor stock performance. The prior-year say-on-pay vote received 88% support, well above the 70% threshold that would require additional scrutiny, and the compensation committee made visible, meaningful reductions to target pay levels and skipped the 2024 long-term equity grant cycle entirely as a response to shareholder concerns.
Auditor Ratification
✓ FORAuditor
BDO USA, P.C.
Tenure
11 yrs
Audit Fees
$698,165
Non-Audit Fees
$0
BDO USA, P.C. has audited CHCT since 2015 (approximately 11 years), well below the 25-year tenure threshold; there are zero non-audit fees, meaning no independence concerns from a financial relationship outside the core audit; and BDO is a large national firm appropriate for a company of CHCT's size and complexity.
Overall Assessment
The 2026 CHCT annual ballot features four proposals; the most consequential finding is that all six director nominees receive an AGAINST vote because CHCT's stock has severely underperformed its own disclosed compensation peer group by approximately 62 percentage points over three years on an absolute negative return, with no 5-year mitigant available given an even larger long-term gap. The auditor ratification and say-on-pay proposals both pass their policy screens cleanly — BDO has no non-audit fees and moderate tenure, and CEO pay is reasonably sized with a genuinely performance-linked structure that the compensation committee has already tightened in response to the stock's poor performance.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing