chct-20230104

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 4, 2023

COMMUNITY HEALTHCARE TRUST INCORPORATED

(Exact Name of Registrant as Specified in Charter)

MARYLAND

001-37401

46-5212033

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067


(Address of principal executive offices) (Zip Code)

(615) 771-3052

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.01 par value per share

CHCT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

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
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	COMMUNITY HEALTHCARE TRUST INCORPORATED

	By:	/s/ David H. Dupuy Executive Vice President and Chief Financial Officer
Date: January 4, 2023

Exhibit 10.1

COMMUNITY HEALTHCARE TRUST

INCORPORATED

SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SEVENTH AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Seventh Amendment”) by and between Community Healthcare Trust Incorporated, a Maryland corporation (the “Corporation”), and TIMOTHY G. WALLACE (“Officer”) is made and entered into as of January 3, 2023 and effective as of January 1, 2023 (the “Effective Date”).

RECITALS

WHEREAS, the Corporation and Officer have entered into that certain Employment Agreement dated April 1, 2014 (the “Employment Agreement”), as amended by the First Amendment to the Employment Agreement (the "First Amendment") dated January 12, 2017, by the Second Amendment to the Employment Agreement (the "Second Amendment") dated January 2, 2018, by the Third Amendment to the Employment Agreement (the "Third Amendment") dated January 3, 2019, by the Fourth Amendment to the Employment Agreement (the "Fourth Amendment") dated January 3, 2020, by the Fifth Amendment to the Employment Agreement (the "Fifth Amendment") dated January 4, 2021, and by the Sixth Amendment to the Employment Agreement (the "Fifth Amendment") dated January 4, 2022;

WHEREAS, in a meeting on October 27, 2022, the Board of Directors of the Corporation, at the recommendation of the Compensation Committee of the Corporation, approved a salary adjustment for the Officer through an amendment to the Employment Agreement; and

WHEREAS, pursuant to Section 8.3 of the Employment Agreement, any modification to the Employment Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby affirmed, the parties hereto agree to the following:

1. Amendment. The first sentence of Section 3.1 of the Employment Agreement, as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, and Sixth Amendment, is hereby deleted and replaced in its entirety by the following:

As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a “Base Salary” of $863,295.00 per annum effective as of the Effective Date, payable in 24 equal semi-monthly installments, or in such other periodic installments as mutually agreed to by the Corporation and Officer.

2. No Further Amendment; Controlling Instrument. Except as provided herein, the Employment Agreement shall remain in full force and effect and without other changes. In the event of a conflict between the terms of this Seventh Amendment, the Employment Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, or the Sixth Amendment, this Seventh Amendment shall control.

3. Employment Agreement. From and after the date of this Seventh Amendment, any and all terms referring to the Employment Agreement, as used in all of the documents evidencing the employment of the Officer, shall mean the Employment Agreement as amended by this Seventh Amendment.

4. Binding Effect. This Seventh Amendment shall be binding upon the parties, their respective successors, and assigns.

5. Counterparts. This Seventh Amendment may be executed in any number of counterparts, each of which will be deemed to be an original. Any or all counterpart originals may be executed by facsimile signature, each such signature to be deemed an original signature.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Seventh Amendment as of January 3, 2023, to be effective as of the Effective Date.


			COMPANY:

			COMMUNITY HEALTHCARE TRUST INCORPORATED


			By:			/s/ David H. Dupuy
			Name:			David H. Dupuy
			Title:			Executive Vice President & Chief Financial Officer


			OFFICER:

			/s/ Timothy G. Wallace
			Timothy G. Wallace
			President and Chief Executive Officer

Exhibit 10.2

COMMUNITY HEALTHCARE TRUST

INCORPORATED

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FOURTH AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Fourth Amendment”) by and between Community Healthcare Trust Incorporated, a Maryland corporation (the “Corporation”), and DAVID H. DUPUY (“Officer”) is made and entered into as of January 3, 2023 and effective as of January 1, 2023 (the “Effective Date”).

RECITALS

WHEREAS, the Corporation and Officer have entered into that certain Employment Agreement dated March 11, 2019 (the “Employment Agreement”), by the First Amendment to the Employment Agreement (the "First Amendment") dated January 3, 2020, by the Second Amendment to the Employment Agreement (the "Second Amendment") dated January 4, 2021, and by the Third Amendment to the Employment Agreement (the "Third Amendment") dated January 4, 2022;

1. Amendment. The first sentence of Section 3.1 of the Employment Agreement, as amended by the First Amendment, the Second Amendment and the Third Amendment, is hereby deleted and replaced in its entirety by the following:

As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a “Base Salary” of $529,586.00 per annum effective as of the Effective Date, payable in 24 equal semi-monthly installments, or in such other periodic installments as mutually agreed to by the Corporation and Officer.

2. No Further Amendment; Controlling Instrument. Except as provided herein, the Employment Agreement shall remain in full force and effect and without other changes. In the event of a conflict between the terms of this Fourth Amendment, the Employment Agreement, the First Amendment, the Second Amendment, or the Third Amendment, this Fourth Amendment shall control.

3. Employment Agreement. From and after the date of this Fourth Amendment, any and all terms referring to the Employment Agreement, as used in all of the documents evidencing the employment of the Officer, shall mean the Employment Agreement as amended by this Fourth Amendment.

4. Binding Effect. This Fourth Amendment shall be binding upon the parties, their respective successors, and assigns.

5. Counterparts. This Fourth Amendment may be executed in any number of counterparts, each of

which will be deemed to be an original. Any or all counterpart originals may be executed by facsimile signature, each such signature to be deemed an original signature.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Fourth Amendment as of January 3, 2023, to be effective as of the Effective Date.


			COMPANY:

			COMMUNITY HEALTHCARE TRUST INCORPORATED


			By:			/s/ Timothy G. Wallace
			Name:			Timothy G. Wallace
			Title:			President & Chief Executive Officer


			OFFICER:

			/s/ David H. Dupuy
			David H. Dupuy
			Executive Vice President and Chief Financial Officer

Exhibit 10.3

COMMUNITY HEALTHCARE TRUST

INCORPORATED

FOURTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Fourth Amendment”) by and between Community Healthcare Trust Incorporated, a Maryland corporation (the “Corporation”), and LEIGH ANN STACH (“Officer”) is made and entered into as of January 3, 2023 and effective as of January 1, 2023 (the “Effective Date”).

RECITALS

WHEREAS, the Corporation and Officer have entered into that certain Amended and Restated Employment Agreement dated May 1, 2019 (the “Employment Agreement”), by the First Amendment to the Employment Agreement (the "First Amendment") dated January 3, 2020, by the Second Amendment to the Employment Agreement (the "Second Amendment") dated January 4, 2021, and by the Third Amendment to the Employment Agreement (the "Third Amendment") dated January 4, 2022;

1. Amendment. The first sentence of Section 3.1 of the Employment Agreement, as amended by the First Amendment, the Second Amendment, and the Third Amendment, is hereby deleted and replaced in its entirety by the following:

As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a “Base Salary” of $446,214.00 per annum effective as of the Effective Date, payable in 24 equal semi-monthly installments, or in such other periodic installments as mutually agreed to by the Corporation and Officer.

2. No Further Amendment; Controlling Instrument. Except as provided herein, the Employment Agreement shall remain in full force and effect and without other changes. In the event of a conflict between the terms of this Fourth Amendment, the Employment Agreement, the First Amendment, the Second Amendment, or the Third Amendment, this Fourth Amendment shall control.

4. Binding Effect. This Fourth Amendment shall be binding upon the parties, their respective successors, and assigns.

5. Counterparts. This Fourth Amendment may be executed in any number of counterparts, each of which will be deemed to be an original. Any or all counterpart originals may be executed by facsimile signature, each such signature to be deemed an original signature.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Fourth Amendment as of January 3, 2023, to be effective as of the Effective Date.


			COMPANY:

			COMMUNITY HEALTHCARE TRUST INCORPORATED


			By:			/s/ Timothy G. Wallace
			Name:			Timothy G. Wallace
			Title:			President and Chief Executive Officer


			OFFICER:

			/s/ Leigh Ann Stach
			Leigh Ann Stach, Executive Vice President and Chief Accounting Officer

Exhibit 10.4

COMMUNITY HEALTHCARE TRUST

INCORPORATED

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Second Amendment”) by and between Community Healthcare Trust Incorporated, a Maryland corporation (the “Corporation”), and TIMOTHY L. MEYER (“Officer”) is made and entered into as of January 3, 2023 and effective as of January 1, 2023 (the “Effective Date”).

RECITALS

WHEREAS, the Corporation and Officer have entered into that certain Employment Agreement dated October 1, 2021 (the “Employment Agreement”), and by the First Amendment to the Employment Agreement (the "First Amendment") dated January 4, 2022;

1. Amendment. The first sentence of Section 3.1 of the Employment Agreement, as amended by the First Amendment, is hereby deleted and replaced in its entirety by the following:

As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a “Base Salary” of $339,579.00 per annum effective as of the Effective Date, payable in 24 equal semi-monthly installments, or in such other periodic installments as mutually agreed to by the Corporation and Officer.

2. No Further Amendment; Controlling Instrument. Except as provided herein, the Employment Agreement shall remain in full force and effect and without other changes. In the event of a conflict between the terms of this Second Amendment, the Employment Agreement, or the First Amendment, this Second Amendment shall control.

3. Employment Agreement. From and after the date of this Second Amendment, any and all terms referring to the Employment Agreement, as used in all of the documents evidencing the employment of the Officer, shall mean the Employment Agreement as amended by this Second Amendment.

4. Binding Effect. This Second Amendment shall be binding upon the parties, their respective successors, and assigns.

5. Counterparts. This Second Amendment may be executed in any number of counterparts, each of which will be deemed to be an original. Any or all counterpart originals may be executed by facsimile signature, each such signature to be deemed an original signature.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Second Amendment as of January 3, 2022, to be effective as of the Effective Date.


			COMPANY:

			COMMUNITY HEALTHCARE TRUST INCORPORATED


			By:			/s/ Timothy G. Wallace
			Name:			Timothy G. Wallace
			Title:			President & Chief Executive Officer


			OFFICER:

			/s/ Timothy L. Meyer
			Timothy L. Meyer
			Executive Vice President - Asset Management