AH Realty Trust (AHRT) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 18, 2025, with nine director nominees up for election for one-year terms until 2026.

• Key proposals include director elections, an amendment to the equity incentive plan, auditor ratification, advisory votes on executive compensation, and the frequency of such votes.

• The company achieved 96% operating portfolio occupancy, $1.29 normalized FFO per diluted share, and a 6.8% year-over-year property segment NOI increase in 2024.

• A leadership transition was completed, with Shawn J. Tibbetts appointed CEO and President effective January 1, 2025.

Voting matters and shareholder proposals

• Proposals: elect nine directors, approve an amendment to the equity incentive plan (adding 3.5M shares and a new 10-year term), ratify Ernst & Young LLP as auditor, advisory vote on executive compensation, and advisory vote on frequency of say-on-pay (Board recommends annual).

• Board recommends voting FOR all proposals and ONE YEAR for say-on-pay frequency.

• Only holders of record as of April 21, 2025, may vote; each share equals one vote.

Board of directors and corporate governance

• Board will be reduced to nine members after the meeting, with six independent directors.

• Board committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• Proxy access bylaw allows eligible shareholders to nominate directors.

• Majority voting standard for uncontested director elections; board refreshment policy prohibits re-election after age 80.

• Stock ownership guidelines apply to directors and executives.