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.

Board of Directors

Governance Goals

Healthcare Realty set meaningful long- and short-term goals that align with our ESG priorities. Our progress against these goals can be found in our annual Corporate Responsibility Report.

Maintain board diversity by having women and/or racially diverse representation for at least a third of the Board of Directors

100% employee participation in annual review of Code of Business Conduct

100% company participation in cybersecurity training

Maintain Institutional Shareholder Service (ISS) Prime Status

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-centric policies and procedures. A full list of those policies is found in our 2024 Proxy statement.

Annual board elections and director resignation policy if lacking a majority of votes
Opted out of the MUTA, preventing the Company from 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 applicable to all Company employees and directors
Independent board chairman
Annual “say-on-pay” vote by shareholders on the compensation of our Named Executive Officers (NEOs)
Executive officer incentive compensation includes ESG performance components
Stock ownership guidelines align the interests of the board, executive management, and shareholders
No contributions to political campaigns or lobbying activities using Company funds

Corporate governance documents 2024 Proxy statement

Board Diversity ⁽¹⁾

Healthcare Realty believes having a diverse and independent Board of Directors with different perspectives, backgrounds, and experiences contributes to the Company’s success.

In 2019, we set a goal to have at least one-third of our board members include women and/or people with racially diverse backgrounds by 2022. We achieved this goal in May 2021.

Board Transition

(1) Board of Director demographics are as of May 21, 2024.

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, overseen by our Director of Corporate Responsibility, and supported by our Sustainability Analyst. The ESG team works with all departments to monitor progress on our ESG priorities.

BOARD OF DIRECTORS

Our Board of Directors believes integrating leading environmental, social, and governance practices in our culture, strategy, and operations is fundamental to the Company’s long-term growth. The Nominating and Corporate Governance Committee provides direct oversight of ESG initiatives, and the board receives quarterly updates on ESG matters.

ESG-Related Compensation

Healthcare Realty’s Executive Incentive Plan for named executive officers, which includes the Chief Executive Officer and four Executive Vice Presidents, includes a performance incentive based upon annual ESG objectives. ESG goals and initiatives for 2023 included⁽¹⁾:

Monitoring, benchmarking, and reducing environmental resource use, including energy, water, solid waste, and greenhouse gas emissions
Expansion and progress on social initiatives, including culture, employee engagement, turnover management, health and wellness, minority representation, tenant satisfaction, and charitable giving
Enhancement and promotion of stakeholder engagement around ESG efforts

(1) More information about ESG-Related Compensation can be found in our 2024 Proxy.

2024 Proxy statement