Business Context and Reporting Period
This Form 8-K is a current report filed by Global Medical REIT Inc. (not Chiron Real Estate Inc.) on April 12, 2018, regarding events occurring on April 9, 2018. The filing discloses the Board of Directors' approval of the 2018 Annual Performance-Based Long Term Incentive Plan (LTIP) Awards for executive officers and employees of the external manager.
Key Financial Metrics
The filing does not report current revenue, profit, cash flow, or debt levels. Instead, it outlines the performance targets required for 2018 executive compensation:
- Acquisitions: Target of $150 million (Threshold: $100 million; Maximum: $200 million).
- AFFO per Share: Target of $0.80 (Threshold: $0.76; Maximum: $0.84).
- Net Asset Value (NAV): Target of $450 million (Threshold: $325 million; Maximum: $550 million).
- Capital Raising: Target of $200 million in gross proceeds (Threshold: $100 million; Maximum: $300 million).
Material Changes and Compensation Details
The primary material event is the establishment of the 2018 Annual Awards under the 2016 Equity Incentive Plan. The total target award values and unit counts for Named Executive Officers (NEOs) are as follows:
| Name | Title | Target Award Value | Target LTIP Units |
|---|---|---|---|
| Jeffrey Busch | CEO, Chairman & President | $180,000 | 25,715 |
| Alfonzo Leon | Chief Investment Officer | $125,000 | 17,858 |
| Robert Kiernan | CFO and Treasurer | $130,000 | 18,572 |
| Jamie Barber | General Counsel and Secretary | $110,000 | 15,715 |
| Allen Webb | SVP, SEC Reporting | $98,800 | 14,115 |
Awards are split into five components: Acquisitions (17.5%), AFFO (17.5%), NAV (17.5%), Capital Raising (17.5%), and a Discretionary Component (30%).
Outlook, Risks, and Unusual Items
Performance Conditions:
- Achieving the Threshold goal results in 50% of the target units for that component; Target results in 100%; Maximum results in 150%.
- Failure to meet the Threshold results in forfeiture of that component's units.
- The Capital Raising goal may be reevaluated in Q2 2018; if deemed unachievable due to market conditions, units may be reallocated to the Discretionary Component.
- 50% vests upon the Annual Award Valuation Date (2019) or Change of Control.
- 50% vests on the first anniversary of the Valuation Date.
- Acceleration occurs for termination without Cause, Good Reason, death, Disability, or Retirement.
Investor Verification Checklist
- Verify the company name is Global Medical REIT Inc., not Chiron Real Estate Inc.
- Confirm the 2018 performance targets (Acquisitions, AFFO, NAV, Capital Raising) against actual year-end results in the subsequent 10-K.
- Review the "Discretionary Component" allocation to understand how much of the 30% discretionary portion was awarded based on individual performance.
- Check if the Capital Raising goal was reevaluated in Q2 2018 and if units were reallocated due to market conditions.
- Examine the actual vesting dates and any forfeiture events for the named executives in future filings.