Power of Attorney

0001287865-16-000039.txt : 20160907 0001287865-16-000039.hdr.sgml : 20160907 20160907172647 ACCESSION NUMBER: 0001287865-16-000039 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160902 FILED AS OF DATE: 20160907 DATE AS OF CHANGE: 20160907 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL PROPERTIES TRUST INC CENTRAL INDEX KEY: 0001287865 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 UBRAN CENTER DRIVE STREET 2: SUITE 501 CITY: BIRMINGHAM STATE: AL ZIP: 35242 BUSINESS PHONE: 205-969-3755 MAIL ADDRESS: STREET 1: 1000 URBAN CENTER DRIVE STREET 2: SUITE 501 CITY: BIRMINGHAM STATE: AL ZIP: 35242 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aldag Edward K JR CENTRAL INDEX KEY: 0001331608 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32559 FILM NUMBER: 161874248 MAIL ADDRESS: STREET 1: 1000 URBAN CENTER DRIVE STREET 2: SUITE 501 CITY: BIRMINGHAM STATE: AL ZIP: 35242 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2016-09-02 0 0001287865 MEDICAL PROPERTIES TRUST INC MPW 0001331608 Aldag Edward K JR 1000 URBAN CENTER DRIVE SUITE 501 BIRMINGHAM AL 35242 1 1 0 0 Chairman, President & CEO Common stock, par value $0.001 2016-09-02 4 A 0 71780 0 A 1999093 D Common stock, par value $0.001 2016-09-02 4 A 0 287120 0 A 2286213 D Shares vest at the beginning of each calendar quarter ending March 31, 2019; dividends are paid currently. Up to 50% of the shares may be earned based on the achievement of a three-year cumulative total shareholder return as compared to pre-established multi-level returns set by our compensation committee. If the cumulative shareholder return is less than or equal to 27.0% for the three-year period, no shares will be earned, whereas if a total shareholder return of 35.0% or greater is achieved for the same period, then 100% of these shares will be earned. At the end of the three-year performance period, any earned shares will be subject to an additional two years of ratable time-based vesting on an annual basis. Dividends are paid on these shares only upon achievement of the performance measures. The remaining 50% of the shares will be earned similar to that described above; however, the performance measure is against the MSCI US REIT Index (Index). If our total shareholder return over the three-year cumulative period is less than the Index minus 3%, then no shares will be earned, whereas if our total shareholder return is greater than the Index plus 3% for the same period, then 100% of these shares will be earned. At the end of the three-year performance period, any earned shares will be subject to an additional two years of ratable time-based vesting on an annual basis. Dividends are paid on these shares only upon achievement of the performance measures. Emily R. Sawyer, by power of attorney 2016-09-07 EX-24 2 aldag.htm Power of Attorney

EXHIBIT 24 - POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

I hereby constitute and appoint J. Kevin Hanna, W. Zachary Riddle, and Emily R. Sawyer, each an employee of Medical Properties Trust, Inc. (the "Company") or certain of its subsidiaries, as my true and lawful attorney-in-fact to undertake the following activities, acting individually and not collectively:

prepare, execute in my name and on my behalf, and submit to the Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

execute, for and on my behalf, in my capacity as an officer and/or director of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the related rules, and any other forms or reports I may be required to file in connection with my ownership, acquisition, or disposition of securities of the Company;

perform any acts on my behalf which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or other form or report, and to file such forms or reports with the SEC and any stock exchange or similar authority; and

take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this power of attorney shall be in such form and contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

I hereby grant to each such attorney-in-fact full power and authority to perform any act necessary or proper to be done in the exercise of any of the rights and powers granted in this power of attorney, as fully as I could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or their substitutes, lawfully do or cause to be done by virtue of this power of attorney and the rights and powers granted in this power of attorney. I acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Securities and Exchange Act of 1934.

This limited power of attorney shall be effective on the date set forth below and shall remain in full force and effect until I am no longer required to file Forms 3, 4 and 5 with respect to my holdings of and transactions in the Company's securities, unless I revoke it earlier in a signed writing filed with the SEC or delivered to the foregoing attorneys-in-fact.

Any previous powers of attorney granted to any other parties for the limited purposes described above herein are deemed revoked and have no further force and effect.

IN WITNESS WHEREOF, I have executed this power of attorney this 18th day of August, 2016.

/s/ Edward K. Aldag, Jr.
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Edward K. Aldag, Jr.