| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Chief Financial Officer Appointment
On May 17, 2023, Community
Healthcare Trust Incorporated (the “Company”) announced the appointment of William G. Monroe IV, age 44, as its Chief Financial
Officer, effective June 1, 2023.
Mr. Monroe has served
as Managing Director of the Healthcare Investment Banking Group at Truist Securities, Inc. in Atlanta. Mr. Monroe was responsible
for buy-and-sell side advisory services as well as debt and equity capital markets origination for healthcare services segments
including acute hospital, post-acute, alternate site, and healthcare REITs. He joined Truist Securities, Inc. as a Vice President in
2011 via its predecessor firm SunTrust Robinson Humphrey, Inc. Mr. Monroe began his investment banking career at J.P. Morgan
Securities LLC in New York where he was an Associate in the Syndicated & Leveraged Finance Group from 2006 to 2009 with
responsibilities for structuring and executing pro rata bank, leveraged loan, and high yield bond transactions. Other positions Mr.
Monroe has held include Vice President of Private Equity Placement at Fortress Group, Inc. from 2010 to 2011, and prior to business
school Commercial Banking Associate at SunTrust Bank from 2003 to 2004 and Consulting Analyst at Accenture from 2000 to 2003. Mr.
Monroe holds a Bachelor of Science from Davidson College and a Master of Business Administration from the Tuck School of Business at
Dartmouth.
Mr. Monroe’s initial
base salary will be $480,000.00. In addition, the Company will award Mr. Monroe a grant of 7,000 shares per year of restricted stock for
the next three years, which will vest equally over a five-year period in 2028, 2029, and 2030. Mr. Monroe will be eligible to participate
in the Company’s employee stock incentive plan and receive incentive compensation and bonuses under the terms of his employment
agreement with the Company. Mr. Monroe will be entitled to participate in the Company’s employee benefit plans and will receive
benefits including health insurance, vacation pay, temporary living expenses and other standard benefits.
The Company entered into
an employment agreement with Mr. Monroe, effective as of June 1, 2023, setting forth the terms and conditions of Mr. Monroe’s
employment (the “Monroe Employment Agreement”). In the event that Mr. Monroe’s employment is terminated in a
“Termination Other Than For Cause” or “Constructive Termination” (as such terms are defined in the Monroe
Employment Agreement), Mr. Monroe shall be entitled to receive as severance compensation his then current base salary for a period
of 12 months from the date of such termination, plus an amount equal to the greater of: (i) two times the average annual cash bonus,
if any earned by Mr. Monroe in the two years immediately preceding the date of termination; and (ii) a one-time payment of two times
the product of his base salary times 0.33. In the event that Mr. Monroe’s employment is terminated in a “Termination Upon a
Change in Control” (as such term is defined in the Monroe Employment Agreement), Mr. Monroe shall be entitled to receive
severance compensation equal to three times his then current base salary, plus an amount equal to the greater of: (i) two times the
average annual cash bonus, if any, earned by Mr. Monroe in the two years immediately preceding the date of termination; and (ii) two times the product
of his base salary times 0.33.
Mr. Monroe does not have a
family relationship with any of the current officers or directors of the Company. There are no arrangements or understandings between
Mr. Monroe and any other person pursuant to which Mr. Monroe was appointed to serve as Chief Financial Officer. There is no currently
proposed transaction, and since the beginning of fiscal year 2022 there has not been any transaction, involving the Company and Mr. Monroe
which was a related person transaction within the meaning of Item 404(a) of Regulation S-K.
The foregoing description
of the Monroe Employment Agreement is not complete and is qualified in its entirety by the full text of the Monroe Employment Agreement,
which is attached hereto as Exhibit 10.1, and is incorporated by reference herein.
Mr.
Monroe will succeed David H. Dupuy as the Company’s Chief Financial Officer. Mr. Dupuy, who has served as the Company’s Chief
Financial Officer since 2019, was appointed to be the Company’s Chief Executive Officer on March 6, 2023.