Governance

Responsible corporate governance is the foundation of our sustainability platform. Our Board of Directors and senior leadership team ensure that sound governance policies and practices are maintained.

Governance Principles and Policies

Our commitment to strong governance and transparency is found in our publicly available Corporate Governance documents. As best practices for corporate governance continue to evolve, Healthcare Realty remains committed to implementing shareholder-friendly policies including:

All board members elected annually
Opted out of the MUTA, preventing the Company from classifying or “staggering” the board without shareholder approval
Implemented “proxy access” allowing eligible stockholders to include their own nominees for director in the Company’s proxy materials
Anti-hedging Policy
Independent board chairman
Annual “say-on-pay” vote by shareholders on the compensation of our Named Executive Officers (NEOs)
Executive officer incentive compensation tied to ESG performance
Stock ownership guidelines align the interest of the board, executive management, and shareholders
No contributions to political campaigns or lobbying activities using Company funds

Board Diversity

Healthcare Realty’s Board of Directors includes members with diverse backgrounds, unique qualifications, and attributes that are integral to the success of our Company.

In 2019, the Company set a goal to have at least one-third of its Board of Directors represented by women and/or minority backgrounds by 2022. This goal was achieved with the addition of a new board member in May 2021, bringing our women/minority representation to 33%.

Following the closing of the merger with HTA on July 20, 2022, the size of Healthcare Realty’s Board of Directors increased to 13: nine Healthcare Realty board members plus four directors from HTA.

With the addition of new directors, women and/or minority representation increased to 38% of the board.

Board Transition⁽¹⁾

(1) Based on data as reported in annual Proxy statements.

(2) As of July 2022, post merger with HTA. Includes nine directors from HR and four directors from HTA. Average tenure is calculated based on the years HTA and HR directors joined their respective boards.

ESG Oversight

Julie Wilson

Executive Vice President, Operations

Baker Thomas

Director, Corporate Responsibility

Management

Healthcare Realty’s ESG efforts are managed by our Executive Vice President, Operations and overseen by our Associate Vice President, Corporate Responsibility, and supported by our Sustainability Analyst. The Corporate Responsibility team works closely with senior managers across all departments to establish, implement, and monitor the Company’s ESG priorities.

BOARD OF DIRECTORS

The Board of Directors is committed to overseeing the integration of ESG principles throughout the Company. The full board receives updates on ESG matters at least quarterly, including the Company’s strategy, objectives, goals, performance, risks, and opportunities.

ESG PERFORMANCE METRICS

In 2021, the Compensation Committee of the board updated Healthcare Realty’s Executive Incentive Plan for its Named Executive Officers (NEOs) which includes the CEO and all EVPs, linking incentives to the Company’s performance against its ESG objectives.