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.

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 interests of the board, executive management, and shareholders
• No contributions to political campaigns or lobbying activities using Company funds

Healthcare Realty believes having a diverse, independent, and engaged 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. After the merger, the size of Healthcare Realty’s Board of Directors increased to 13, including nine Healthcare Realty board members, three HTA board members, plus one new board member. Those four new board members increased the board’s women/racially diverse representation to 38%.

Healthcare Realty’s ESG efforts are managed by our Executive Vice President, Operations, led by our Director of Corporate Responsibility, and supported by our Sustainability Analyst. The Corporate Responsibility team works closely with all employees to communicate and monitor the Company’s ESG priorities.

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 2022 included:

• 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