Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
A&R Dupuy Employment Agreement
On April 6, 2023, the Board of Directors (the "Board") of Community Healthcare
Trust Incorporated (the "Company"), at the recommendation of the compensation
committee of the Board (the "Compensation Committee"), authorized and approved
the Amended and Restated Employment Agreement by and between the Company and
David H. Dupuy (the "A&R Dupuy Employment Agreement"), which amends and restates
in its entirety Mr. Dupuy's prior Employment Agreement, dated March 11, 2019. On
April 6, 2023, the Company and Mr. Dupuy executed the A&R Dupuy Employment
Agreement, effective as of April 1, 2023.
Under the terms of the A&R Dupuy Employment Agreement, Mr. Dupuy's duties have
been updated to reflect his promotion to Chief Executive Officer and his
agreement to continue to serve as the Company's Chief Financial Officer until
the appointment of his successor. In connection with Mr. Dupuy's employment in
the new role of Chief Executive Officer, the A&R Dupuy Employment Agreement
increases Mr. Dupuy's base salary for 2023 from $529,586 to $647,250, which is a
$117,664 increase. The A&R Dupuy Employment Agreement also (i) removes
provisions related to reimbursing Mr. Dupuy in connection with relocation and
living expenses that are no longer applicable, (ii) grants Mr. Dupuy additional
vacation time, (iii) increases the term of his severance compensation in the
event of a termination other than for cause and (iv) increases the multipliers
included in the calculations of his severance compensation.
The foregoing description of the A&R Dupuy Employment Agreement is qualified in
its entirety by reference to the full text of the A&R Dupuy Employment
Agreement, which is filed hereto as Exhibit 10.1. The foregoing description of
the A&R Dupuy Employment Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
Director's Fee for Chairman of the Board of Directors
On April 6, 2023, the Board, at the recommendation of the Compensation
Committee, authorized and approved increasing the lead director's fee payable to
Alan Gardner from $25,000.00 per annum to $100,000.00 per annum to reflect his
new position as Chairman of the Board, effective March 3, 2023.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Exhibits
10.1 Amended and Restated Employment Agreement, dated April 6, 2023,
between Community Healthcare Trust Incorporated and David H. Dupuy
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the inline XBRL document)
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