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
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.
(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.