HEALTHCARE TRUST OF AMERICA, INC. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 


On September 16, 2021, Healthcare Trust of America, Inc. (NYSE: HTA) ("HTA") entered into an employment agreement (the "Employment Agreement"), effective as of August 2, 2021, with Peter N. Foss, who was appointed by HTA's Board of Directors as the Company's interim President and Chief Executive Officer on August, 2, 2021. Mr. Foss's Employment Agreement provides for an annual base salary of $835,000 and that he will be eligible to receive a target bonus equal to $1,237,000 and a maximum bonus equal to $1,875,000 with respect to the period from September 1, 2021 to August 30, 2022, with one-third of the bonus allocable to the period from September 1, 2021 to December 31, 2021, and the remaining two-thirds of the bonus allocable to the period from January 1, 2022 to August 30, 2022. The actual bonus earned by Mr. Foss with respect to each period is based on achieving performance objectives for the CEO and the Company as determined and approved by the Compensation Committee in its sole discretion. The agreement also provides for a restricted stock award with respect to 105,660 shares of HTA's common stock, to be granted within 10 days of execution of the Employment Agreement, that will vest on the first anniversary of effective date of the agreement, and a one-time special signing bonus of $100,000, which shall be payable back to the Company in full in the event Mr. Foss's employment with the Company terminates during the term of the agreement due to his resignation or by the Company for Cause. The agreement also provides that he will be entitled to participate in the benefit plans made available generally to the Company's other senior executives. The term of the agreement shall be the period commencing on the effective date of the agreement and ending on the earliest to occur of (i) the date on which a permanent successor as Chief Executive Officer of the Company is appointed by the Board and assumes such position, (ii) the occurrence of a Corporate Transaction, as defined by the Employment Agreement, and (iii) the date on which employment otherwise terminates in accordance with Section 9 of the Employment Agreement. Upon termination of the agreement on or prior to August 30, 2022 due to (a) a replacement of a permanent CEO, (b) change in control, or (c) termination of employment without Cause, Mr. Foss shall be entitled to severance pay of a full year of salary and target bonus (or in the case of a change in control, the maximum bonus), less any salary or bonus previously paid. A copy of the Employment Agreement is attached hereto as Exhibit 10.1.