Not independent
Tenure on this board
3.7 yrs
Also a director at
Janus Living Inc (JAN)
9 nominees · 3 ballot items.
Election of nine directors; advisory approval of 2025 executive compensation (Say-on-Pay); ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Election of nine director nominees to serve until the 2027 annual meeting and until their successors are elected and qualified.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks stockholders to approve, on a nonbinding basis, the company’s 2025 executive compensation as detailed in the proxy’s CD&A and tables. Management seeks this advisory approval to validate its compensation program design — which emphasizes pay-for-performance through a mix of STIP and LTIP incentives, including relative TSR performance metrics and retentive awards tied to normalized FFO per share — and to demonstrate alignment with stockholder interests. The board recommends a vote FOR, citing independent oversight by the Compensation Committee, input from an independent compensation consultant, rigorous objective performance hurdles (Normalized FFO per share, Net Debt to Adjusted EBITDAre, and relative TSR for LTIP), and historical stockholder support (93% say-on-pay approval in prior year). While advisory and non-binding, a FOR vote signals stockholder endorsement and informs the Compensation Committee’s future decisions; a negative vote would prompt the committee to engage with stockholders and potentially modify compensation policies. The proposal’s context includes recent organizational changes (merger with Physicians Realty Trust), management promotions and internalization of property management, and the planned Janus Living IPO, all of which influenced 2025 compensation adjustments. The board’s rationale emphasizes retention, alignment with peers, and risk mitigation via clawback, stock ownership guidelines, and balanced metrics.
Ratify the appointment of Deloitte & Touche LLP as Healthpeak’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.43% | 58,125,899 | $955M |
| 2 | STATE STREET CORP | 7.03% | 48,500,600 | $797M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.56% | 45,218,927 | $743M |
| 4 | BlackRock, Inc. | 4.24% | 29,251,224 | $481M |
| 5 | FULLER THALER ASSET MANAGEMENT, INC. | 4.24% | 29,201,584 | $480M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 3.21% | 22,129,252 | $362M |
| 7 | Invesco Ltd. | 3.19% | 21,984,338 | $361M |
| 8 | BlackRock, Inc. | 3.06% | 21,100,437 | $347M |
| 9 | PRINCIPAL FINANCIAL GROUP INC | 2.66% | 18,369,637 | $302M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.66% | 11,461,160 | $188M |
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