Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On October 27, 2022, the Board of Directors (the "Board") of Community
Healthcare Trust Incorporated (the "Company"), at the recommendation of the
compensation committee of the Board (the "Committee"), authorized and approved
the Seventh Amendment (the "Wallace Sixth Amendment") to the Employment
Agreement by and between the Company and Timothy G. Wallace (the "Wallace
Employment Agreement"), the Fourth Amendment (the "Dupuy Third Amendment") to
the Employment Agreement by and between the Company and David H. Dupuy (the
"Dupuy Employment Agreement"), the Fourth Amendment (the "Stach Third
Amendment") to the Amended and Restated Employment Agreement by and between the
Company and Leigh Ann Stach (the "Stach Employment Agreement"), and the Second
Amendment (the "Meyer First Amendment") to the Employment Agreement by and
between the Company and Timothy L. Meyer (the "Meyer Employment Agreement").
These amendments to each respective employment agreements were executed on
January 3, 2023 and were effective as of January 1, 2023.
Wallace Employment Agreement
The principal change in the Wallace Employment Agreement resulting from the
Wallace Seventh Amendment is to increase the base salary paid by the Company to
Timothy G. Wallace for his employment as President and Chief Executive Officer
("Wallace Base Salary"). In 2022, the Wallace Base Salary was $794,200.00. The
Wallace Seventh Amendment increases the Wallace Base Salary to $863,295.00 for
2023, which is a $69,095.00 increase from 2022.
The foregoing descriptions of the Wallace Seventh Amendment to the Wallace
Employment Agreement are qualified in their entirety by reference to the
original Wallace Employment Agreement, which is included as Exhibit 10.6 to the
Registration Statement on Form S-11 of the Company filed with the Securities and
Exchange Commission (the "SEC") on April 2, 2015, the first amendment to the
Wallace Employment Agreement, which is included as Exhibit 10.1 to the Current
Report on Form 8-K filed with the SEC on January 18, 2017, the second amendment
to the Wallace Employment Agreement, which is included as Exhibit 10.1 to the
Current Report on Form 8-K filed with the SEC on January 2, 2018, the third
amendment to the Wallace Employment Agreement, which is included as Exhibit 10.1
to the Current Report on Form 8-K filed with the SEC on January 3, 2019, the
fourth amendment to the Wallace Employment Agreement, which is included as
Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 3,
2020, the fifth amendment to the Wallace Employment Agreement, which is included
as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January
4, 2021, the sixth amendment to the Wallace Employment Agreement, which is
included as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on
January 4, 2022, and the Wallace Seventh Amendment, which is included as Exhibit
10.1 to this Current Report on Form 8-K, and are incorporated by reference into
this Item. The foregoing description of the Wallace Seventh Amendment does not
purport to be complete and is qualified in its entirety by reference to such
exhibits.
Dupuy Employment Agreement
The principal change in the Dupuy Employment Agreement resulting from the Dupuy
Fourth Amendment is to increase the base salary paid by the Company to David H.
Dupuy for his employment as Executive Vice President and Chief Financial Officer
("Dupuy Base Salary"). In 2022, the Dupuy Base Salary was $487,200.00. The Dupuy
Fourth Amendment increases the Dupuy Base Salary to $529,586.00 for 2023, which
is a $42,386.00 increase from 2022.
The foregoing descriptions of the Dupuy Third Amendment to the Dupuy Employment
Agreement are qualified in their entirety by reference to the Dupuy Employment
Agreement, which is included as Exhibit 10.1 to the Current Report on Form 8-K
filed with the SEC on March 11, 2019, the first amendment to the Dupuy
Employment Agreement, which is included as Exhibit 10.2 to the Current Report on
Form 8-K filed with the SEC on January 3, 2020, the second amendment to the
Dupuy Employment Agreement, which is included as Exhibit 10.2 to the Current
Report on Form 8-K filed with the SEC on January 4, 2021, the third amendment to
the Dupuy Employment Agreement, which is included as Exhibit 10.2 to the Current
Report on Form 8-K filed with the SEC on January 4, 2022, and the Dupuy Fourth
Amendment, which is included as Exhibit 10.2 to this Current Report on Form 8-K,
and are incorporated by reference into this Item. The foregoing description of
the Dupuy Fourth Amendment does not purport to be complete and is qualified in
its entirety by reference to such exhibits.
Stach Employment Agreement
The principal change in the Stach Employment Agreement resulting from the Stach
Fourth Amendment is to increase the base salary paid by the Company to Leigh Ann
Stach for her employment as Executive Vice President and Chief Accounting
Officer ("Stach Base Salary"). In 2022, the Stach Base Salary was $410,500.00.
The Stach Fourth Amendment increases the Stach Base Salary to $446,214.00 for
2023, which is a $35,714.00 increase from 2022.
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The foregoing descriptions of the Stach Fourth Amendment to the Stach Employment
Agreement are qualified in their entirety by reference to the amended and
restated Stach Employment Agreement, which is included as Exhibit 10.1 to the
Current Report on Form 8-K filed with the SEC on May 3, 2019, the first
amendment to the Stach Employment Agreement, which is included as Exhibit 10.4
to the Current Report on Form 8-K filed with the SEC on January 3, 2020, the
second amendment to the Stach Employment Agreement, which is included as Exhibit
10.3 to the Current Report on Form 8-K filed with the SEC on January 4, 2021,
the third amendment to the Stach Employment Agreement, which is included as
Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on January 4,
2022, and the Stach Fourth Amendment, which is included as Exhibit 10.3 to this
Current Report on Form 8-K, and are incorporated by reference into this Item.
The foregoing description of the Stach Fourth Amendment does not purport to be
complete and is qualified in its entirety by reference to such exhibits.
Meyer Employment Agreement
The principal change in the Meyer Employment Agreement resulting from the Meyer
Second Amendment is to increase the base salary paid by the Company to Timothy
L. Meyer for his employment as Executive Vice President - Asset Management
("Meyer Base Salary"). In 2022, the Meyer Base Salary was $312,400.00. The Meyer
Second Amendment increases the Meyer Base Salary to $339,579.00 for 2023, which
is a $27,179.00 increase from 2022.
The foregoing descriptions of the Meyer Second Amendment to the Meyer Employment
Agreement are qualified in their entirety by reference to the Meyer Employment
Agreement, which is included as Exhibit 10.1 to the Form 10-Q for the Quarter
Ended September 30, 2021 filed with the SEC on November 2, 2021, the Meyer first
amendment to the Meyer Employment Agreement, which is included as Exhibit 10.4
to the Current Report on Form 8-K filed with the SEC on January 4, 2022, and the
Meyer Second Amendment, which is included as Exhibit 10.4 to this Current Report
on Form 8-K, and are incorporated by reference into this Item. The foregoing
description of the Meyer Second Amendment does not purport to be complete and is
qualified in its entirety by reference to such exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description of Exhibits
10.1 Seventh Amendment to the Wallace Employment Agreement
10.2 Fourth Amendment to the Dupuy Employment Agreement
10.3 Fourth Amendment to the Stach Employment Agreement
10.4 Second Amendment to the Meyer Employment Agreement
Cover Page Interactive Data File (the cover page XBRL tags are embedded
104 within the inline XBRL document)
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