DEF 14A of Healthpeak Properties, Inc., Mar 13, 2024

DEF 14A of Healthpeak Properties, Inc.

Filed Mar 13, 2024 · FY20230001308179-24-000116

Open on EDGAR

  1. Table of Contents

    | Executive Compensation Tables | 60 | | Summary Compensation Table—2023 | 60 | | Grants of Plan-Based Awards During 2023 | 61 | | Outstanding Equity Awards at December 31, 2023 | 63 | | Option Exercises and Stock Vested During 2023 | 64 | | Potential Payments Upon a Termination or Change in Control | 65 | | Pay Ratio | 68 | | Pay-Versus-Performance Table | 69 | | Equity Compensation Plan Information | 73 | | Security Ownership of Principal Stockholders, Directors and Management | 74 | | PROPOSAL 03 Ratification of Appointment of Independent Registered Public Accounting Firm | 76 | | Auditor Evaluation and Appointment | 76 | | Voting Standard and Board Recommendation | 77 | | Audit and Non-Audit Fees | 77 | | Policy on Pre-Approval of Audit and Permitted Non-Audit Services | 78 | | Audit Committee Report | 78 | | Additional Information about the Annual Meeting | 79 | | Voting at the Annual Meeting | 79 | | Additional Annual Meeting Information | 80 | | Other Matters | 82 | | 2025 Stockholder Proposals, Director Nominations and Director Candidate Recommendations | 82 | | Vote | 83 | | Forward-Looking Statements | 84 | | Reconciliations and Definitions | Appendix A | | Helpful Resources | Inside Back Cover |

  2. Table of Contents

    | Frequently Accessed Information | | | Auditor Fees | 77 | | Beneficial Ownership Table | 74 | | Board and Committee Evaluations | 24 | | CEO Pay Ratio | 68 | | Compensation Discussion and Analysis | 43 | | Compensation Peer Group | 58 | | Corporate Governance Highlights | 26 | | Director Biographies | 14 | | Director Compensation | 36 | | Director Skills Matrix | 13 | | Corporate Responsibility Highlights and Initiatives | 10, 31 | | Merger with Physicians Realty Trust | 4 | | Pay-Versus-Performance Table | 69 | | Related Person Transactions | 27 | | Risk Oversight | 28 | | Stock Ownership Requirements | 37, 59 | | Summary Compensation Table | 60 |

  3. Our Director Nominees

    Our Director Nominees Our Board has a breadth of experience and reflects a diversity of perspectives and backgrounds. We believe the range of skills and tenures of our director nominees creates a balance between institutional knowledge and new viewpoints.

  4. Our Director Nominees

    | GENDER DIVERSITY | RACIAL DIVERSITY | AGE | TENURE | | | | | | | We do not currently have any directors who self-identify as LGBTQ+. | | | |

  5. Our Director Nominees

    | For an overview of all our directors’ core skills and experience, see the skills matrix on page 13. |

  6. Our Director Nominees

    | DIRECTOR NOMINEES | | AGE | DIRECTOR SINCE | GENDER | RACE / ETHINICITY | | | | | | | Scott M. Brinker President and Chief Executive Officer, Healthpeak Properties, Inc. | 47 | 2022 | Male | White | | | | | | | Katherine M. Sandstrom INDEPENDENT Chair of the Board, Healthpeak Properties, Inc.; Former Senior Managing Director, Heitman LLC | 55 | 2018 | Female | White | | | | | | | John T. Thomas Former President and Chief Executive Officer, Physicians Realty Trust | 57 | 2024 | Male | White | | | | | | | Brian G. Cartwright INDEPENDENT Former General Counsel, Securities and Exchange Commission | 76 | 2013 | Male | White | | | | | | | James B. Connor INDEPENDENT Former Chairman and CEO, Duke Realty Corporation | 65 | 2023 | Male | White | | | | | | | R. Kent Griffin, Jr. INDEPENDENT Managing Director, PHICAS Investors; Former President, BioMed Realty Trust, Inc. | 54 | 2018 | Male | White | | | | | | | Pamela J. Kessler INDEPENDENT Co-President, Chief Financial Officer and Corporate Secretary, LTC Properties, Inc. | 58 | 2024 | Female | White | * | | | | | | Sara G. Lewis INDEPENDENT Founder and CEO, Lewis Corporate Advisors, LLC | 56 | 2019 | Female | White | | | | | | | Ava E. Lias Booker INDEPENDENT Partner, McGuireWoods LLP | 63 | 2024 | Female | African American or Black | | | * | | | | Governor Tommy G. Thompson INDEPENDENT Former U.S. Secretary of Health and Human Services | 82 | 2024 | Male | White | | | | * | | | Richard A. Weiss INDEPENDENT Former Partner, Foley & Lardner LLP | 77 | 2024 | Male | White | | | | * | | | | | | | | Chair Member | | | |

  7. Our Director Nominees

    | * Following the Annual Meeting and subject to their election by stockholders, Ms. Kessler will serve on the Audit Committee, Ms. Lias-Booker will serve on the Governance Committee, and Governor Thompson and Mr. Weiss will serve on the Investment and Finance Committee, with Governor Thompson serving as Chair of that committee. |

  8. Our Director Nominees

    | 8 | HEALTHPEAK PROPERTIES |

  9. Election of Directors

    Election of Directors

  10. Election of Directors

    | | FOR | Our Board recommends a vote FOR each of the eleven director nominees |

  11. Election of Directors

    Based on the recommendations of the Nominating and Corporate Governance Committee (the “Governance Committee”), our Board has nominated eleven director nominees for election at the Annual Meeting to serve until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier death, resignation or removal. All of the nominees are current directors of the Company who were previously elected to the Board by our stockholders, other than Messrs. Thomas and Weiss, Governor Thompson and Mses. Kessler and Lias-Booker, who were appointed to our Board following the business combination with Physicians Realty Trust on March 1, 2024. Our remaining two current directors, Ms. Garvey and Mr. Henry, will retire at this year’s Annual Meeting pursuant to our director term limit policy and are not standing for election at the Annual Meeting. Each director nominee has agreed to be named in this proxy statement and to serve, if elected. We have no reason to believe that any of our nominees will be unable or unwilling to serve if elected. However, if any nominee is unable or unwilling for good cause to serve, the proxy holders may vote their shares for a substitute nominee or for the balance of our Board, leaving a vacancy, unless our Board chooses to reduce the number of directors serving on our Board.

  12. Director Nominees

    Director Nominees

  13. Director Nominees

    | Scott M. Brinker President and Chief Executive Officer, Director Age: 47 DIRECTOR SINCE: 2022 COMMITTEES: NONE OTHER CURRENT PUBLIC COMPANY BOARDS: • None | PROFESSIONAL EXPERIENCE • Healthpeak’s President, Chief Executive Officer and a member of the Board since October 2022, President and Chief Investment Officer from January 2020 to October 2022, and Executive Vice President and Chief Investment Officer from March 2018 to December 2019. • Executive Vice President and Chief Investment Officer of Welltower Inc. (NYSE: WELL), from July 2014 to January 2017, and Executive Vice President – Investments from February 2012 to July 2014. | | | | | QUALIFICATIONS Mr. Brinker brings to our Board extensive experience in the healthcare REIT industry gained from his leadership roles at Healthpeak and another publicly traded REIT. His knowledge of the Company’s operations and strategy as our President and Chief Executive Officer and former role as Chief Investment Officer, as well as his extensive and diverse experience in investments, business development, underwriting, asset management, capital markets, investor relations, corporate finance, and industry-wide relationships and perspective, all contribute to leading our Company and executing our strategy. | | | | | • Risk Oversight/Management • Investment Expertise • Financial Expertise and/or Literacy • Human Capital Management | • Public Company Board Experience • Corporate Responsibility • REIT/Real Estate • Legal/Government/Regulatory | • Healthcare Industry • Cybersecurity Oversight • Public Company Executive |

  14. Director Nominees

    | Katherine M. Sandstrom Independent Chair of the Board Age: 55 DIRECTOR SINCE: 2018 COMMITTEES: GOVERNANCE (CHAIR) OTHER CURRENT PUBLIC COMPANY BOARDS: • Toll Brothers, Inc. (NYSE: TOL) • EastGroup Properties, Inc. (NYSE: EGP) • Urban Edge Properties (NYSE: UE) | PROFESSIONAL EXPERIENCE • Advisor to Heitman LLC from July 2018 to March 2019. • Senior Managing Director and global head of Heitman LLC’s Public Real Estate Securities business from 2013 to 2018. • Several senior leadership positions at Heitman LLC across multiple facets of the institutional real estate investment industry. • Member of Global Management Committee, the Board of Managers and the Allocation Committee while at Heitman LLC. • Certified Public Accountant. | | | | | QUALIFICATIONS Ms. Sandstrom brings to our Board more than 20 years of real estate finance and investment experience. She has extensive background overseeing buy-side investment teams for REIT securities, strategies and assets. Ms. Sandstrom’s background as a senior executive at Heitman LLC, as well as her tenure as Vice Chair of our Board from April 2022 until April 2023, are beneficial in her role as the Chair of our Board and Chair of the Governance Committee. | | | | | • Risk Oversight/Management • Investment Expertise • Financial Expertise and/or Literacy | • Human Capital Management • Public Company Board | • Corporate Responsibility • REIT/Real Estate |

  15. Director Nominees

    | 14 | HEALTHPEAK PROPERTIES |

  16. Director Nominees

    | John T. Thomas Vice Chair of the Board Age: 57 DIRECTOR SINCE: 2024 COMMITTEES: NONE OTHER CURRENT PUBLIC COMPANY BOARDS: • None | PROFESSIONAL EXPERIENCE • President, Chief Executive Officer, and Trustee of Physicians Realty Trust (formerly NYSE: DOC), from 2013 until its merger with our Company in 2024. • Executive Vice President – Medical Facilities of Welltower Inc. (NYSE: WELL, formerly Health Care REIT Inc.), from 2009 to 2012. • President, Chief Development Officer and Business Counsel of Cirrus Health, from 2005 to 2008. • Senior Vice President and General Counsel of Baylor Health Care System, from 2000 to 2005. • General Counsel and Secretary of the St. Louis division of the Sisters of Mercy Health System, from 1997 to 2000. • Tax Attorney at Sonnenschein, Nath & Rosenthal (now Dentons), from 1995 to 1997, where he was elected Partner in 1997; at Shook, Hardy & Bacon from 1992 to 1995; and at Milbank, Tweed, Hadley & McCoy from 1990 to 1992. • Member of the Boards of Trustees of the Jacksonville State University Foundation and the Auburn University Real Estate Foundation. • Former Director at Education Realty Trust, Inc. (formerly NYSE: EDR). | | | | | QUALIFICATIONS Mr. Thomas brings to our Board extensive background, skills and experience in the healthcare real estate industry. As former President and Chief Executive Officer of Physicians Realty Trust and a former executive at other companies in the healthcare and real estate industries, he is knowledgeable on various aspects of the outpatient medical business and has considerable executive experience in the real estate industry. Mr. Thomas also has experience in legal and government affairs and health care policy from his time as General Counsel of health systems, as co-founder and chairman of a national coalition to reform medical malpractice laws through federal legislation, and testifying before Congressional committees. | | | | | • Risk Oversight/Management • Investment Expertise • Financial Expertise and/or Literacy • Human Capital Management | • Public Company Board • Corporate Responsibility • REIT/Real Estate • Legal/Government/Regulatory | • Healthcare Industry • Cybersecurity Oversight • Public Company Executive |

  17. Director Nominees

    | Brian G. Cartwright Independent Director Age: 76 DIRECTOR SINCE: 2013 COMMITTEES: COMPENSATION, GOVERNANCE OTHER CURRENT PUBLIC COMPANY BOARDS: • None | PROFESSIONAL EXPERIENCE • Senior Advisor (inactive) at Patomak Global Partners, LLC, a regulatory consulting firm, since 2012. • General Counsel of the SEC from 2006 to 2009. • Senior Advisor at the law firm of Latham & Watkins LLP from 2009 to 2011. Partner, serving in various senior management positions, including as a member of its Executive Committee, from 1988 to 2005. • Law clerk to Associate Justice Sandra Day O’Connor, United States Supreme Court from 1981 to 1982. • Chair of the Board of Trustees of the Pacific Legal Foundation, a nonprofit provider of legal services, since 2021, and in various capacities as a member of the Board of Trustees, including as Vice Chair, since 2011. • Former Director at Investment Technology Group (formerly NYSE: ITG), from 2016 to 2019. | | | | | QUALIFICATIONS Mr. Cartwright brings to our Board unparalleled and distinguished corporate governance, regulatory and legal experience, having previously served as general counsel of the SEC, which provides valuable insight in his role as a member of the Governance Committee and Compensation Committee. His legal background and experience managing a large professional services firm provides our Board with considerable expertise regarding comprehensive issues faced by public companies. Additionally, Mr. Cartwright has extensive experience with accounting and auditing issues from his time with Latham & Watkins LLP and at the SEC. | | | | | • Risk Oversight/Management • Investment Expertise • Financial Expertise and/or Literacy | • Human Capital Management • Public Company Board • Corporate Responsibility | • Legal/Government/Regulatory • Healthcare Industry |

  18. Director Nominees

    | 2024 PROXY STATEMENT | 15 |

  19. Director Nominees

    | James B. Connor Independent Director Age: 65 DIRECTOR SINCE: 2023 COMMITTEES: AUDIT, COMPENSATION OTHER CURRENT PUBLIC COMPANY BOARDS: • EPR Properties (NYSE: EPR) • Prologis, Inc. (NYSE: PLD) | PROFESSIONAL EXPERIENCE • Chairman and Chief Executive Officer of Duke Realty Corporation (formerly NYSE: DRE), a REIT, from April 2017 until the company’s acquisition by Prologis, Inc. (NYSE: PLD) in October 2022. President and Chief Executive Officer from January 2016 to April 2017, Senior Executive Vice President and Chief Operating Officer from 2013 to 2015, Senior Regional Executive Vice President from 2011 to 2013, Executive Vice President Midwest Region from 2003 to 2010, and Senior Vice President from 1998 to 2003. • Various executive and brokerage positions at Cushman & Wakefield from 1981 to 1998, most recently as Senior Managing Director for the Midwest area. • Former First Vice Chair of the Executive Board of the National Association of Real Estate Investment Trusts (“Nareit”). • Chair of the Board of Trustees of Roosevelt University in Chicago. | | | | | QUALIFICATIONS Mr. Connor brings to our Board business administration, capital markets, corporate development, corporate governance, human capital, investor relations, marketing, public company and sustainability expertise gained from his leadership roles at another publicly traded REIT for more than 20 years, most recently as its chairman of the board and chief executive officer, and more than 15 years of additional experience in commercial real estate. His extensive background as a REIT chief executive provides valuable insight in his role as a member of the Audit Committee and Compensation Committee. | | | | | • Risk Oversight/Management • Investment Expertise • Financial Expertise and/or Literacy | • Human Capital Management • Public Company Board • Corporate Responsibility | • REIT/Real Estate • Cybersecurity Oversight • Public Company Executive |

  20. Director Nominees

    | R. Kent Griffin, Jr. Independent Director Age: 54 DIRECTOR SINCE: 2018 COMMITTEES: AUDIT (CHAIR), INVESTMENT OTHER CURRENT PUBLIC COMPANY BOARDS: • Cousins Properties Inc. (NYSE: CUZ) | PROFESSIONAL EXPERIENCE • Managing Director of PHICAS Investors since June 2016. • President and Chief Operating Officer of BioMed Realty Trust, Inc. (formerly NYSE: BMR) from 2008 to 2015. Chief Financial Officer from 2006 to 2010. • Senior Vice President, investment banking division, Raymond James & Associates, Inc. from 2003 to 2006. • Associate, investment banking division, J.P. Morgan Securities, Inc. from 1998 to 2003. • Auditor, Arthur Andersen, LLP from 1992 to 1997. • Member of the Board of Advisors at Pilot Mountain Ventures. • Former Chairman and current member of the Board of Directors for Charleston Waterkeeper (nonprofit); Chairman of the Board of Directors for Coastal Conservation League (nonprofit); and Member of Audit & Finance Committee for the Charleston County School District. • Former Director at Tier REIT, Inc. (NYSE: TIER), from 2017 to 2019. | | | | | QUALIFICATIONS Mr. Griffin brings to our Board extensive real estate and corporate finance experience gained from his leadership roles, currently at PHICAS as a managing director and previously as the president, chief operating officer and chief financial officer of BioMed Realty Trust, Inc. Mr. Griffin leverages his experience as an auditor at a major public accounting firm in his role as Chair of the Audit Committee, as well as his investment banking and corporate finance experience in his role as a member of the Investment Committee. | | | | | • Risk Oversight/Management • Investment Expertise • Financial Expertise and/or Literacy | • Human Capital Management • Public Company Board • Corporate Responsibility • REIT/Real Estate | • Legal/Government/Regulatory • Healthcare Industry • Cybersecurity Oversight • Public Company Executive |

  21. Director Nominees

    | 16 | HEALTHPEAK PROPERTIES |

  22. Director Nominees

    | Pamela J. Kessler Independent Director Age: 58 DIRECTOR SINCE: 2024 COMMITTEES: AUDIT OTHER CURRENT PUBLIC COMPANY BOARDS: • None | PROFESSIONAL EXPERIENCE • Co-President of LTC Properties, Inc. (NYSE: LTC), since May 2020, Chief Financial Officer and Corporate Secretary, since 2007, and a variety of other senior positions from 2000 to 2007. • Corporate Controller of The Ezralow Company, from 1997 to 2000. • Director of Financial Reporting of Irvine Apartment Communities (formerly NYSE: IAC), from 1994 to 1997. • Assistant Controller of Inland Empire Division of KB Home, from 1992 to 1994. • Senior Accountant, Real Estate Group at Ernst & Young LLP, from 1989 to 1992. • Former Trustee at Physicians Realty Trust (formerly NYSE: DOC), from 2018 until its merger with our Company in 2024. • Member of the Board and the real estate committee of the Providence Cedars-Sinai Tarzana Foundation. • Certified Public Accountant (inactive). | | | | | QUALIFICATIONS Ms. Kessler brings to our Board extensive experience in the healthcare real estate industry, including her experience in risk oversight, strategy and human capital management as an executive officer of a publicly traded REIT, and her financial expertise as a public company chief financial officer. | | | | | • Risk Oversight/Management • Investment Expertise • Financial Expertise and/or Literacy | • Human Capital Management • Public Company Board • Corporate Responsibility • REIT/Real Estate | • Legal/Government/Regulatory • Healthcare Industry • Cybersecurity Oversight • Public Company Executive |

  23. Director Nominees

    | 2024 PROXY STATEMENT | 17 |

  24. Director Nominees

    | Sara G. Lewis Independent Director Age: 56 DIRECTOR SINCE: 2019 COMMITTEES: COMPENSATION (CHAIR), GOVERNANCE OTHER CURRENT PUBLIC COMPANY BOARDS: • Freeport-McMoRan, Inc. (NYSE: FCX) • Weyerhaeuser Company (NYSE: WY) | PROFESSIONAL EXPERIENCE • Founder and Chief Executive Officer of Lewis Corporate Advisors, LLC from 2009 to 2018. • Executive Vice President and Chief Financial Officer of Washington Real Estate Investment Trust (formerly NYSE: WRE) (now Elme Communities (NYSE: ELME)) from 2002 to 2009, and Managing Director, Finance and Capital Markets from 2001 to 2002. • Vice President, Finance and Investor Relations of Corporate Office Properties Trust (NYSE: OFC) from 1999 to 2001. • Board Leadership Fellow of National Association of Corporate Directors since 2012; Directorship 100 recipient in 2017. • Member of the Board of Trustees of The Brookings Institution since 2016, as well as a member of the Executive Committee and Chair of the Governance Studies Council, Vice Chair of the Audit Committee, and member of the Investment Committee and Budget & Finance Committee. • Member of the Leadership Board and Corporate Governance Working Group of the U.S. Chamber of Commerce Center for Capital Markets Competitiveness since 2015, as well as a member of the ESG Working Group. • Delegate for the Advisory Council for Risk Oversight for the National Association of Corporate Directors. • Member of the Audit Committee Council of the Center for Audit Quality. • Former Director at Sun Life Financial, Inc. (NYSE: SLF), from 2014 to 2021; PS Business Parks, Inc. (formerly NYSE: PSB) from 2010 to 2019; and previously served as a director on several other public company boards, including Adamas Pharmaceuticals, Inc. (formerly Nasdaq: ADMS); Plum Creek Timber Company, Inc. (formerly NYSE: PCL); and CapitalSource, Inc. (formerly NYSE: CSE). • Certified Public Accountant and Chartered Financial Analyst. | | | | | QUALIFICATIONS Ms. Lewis brings to our Board extensive boardroom experience and more than 30 years of corporate finance and capital markets experience. She has served on several public company boards, including as Audit Committee chair, Compensation Committee chair, Governance Committee chair and presiding director. Ms. Lewis has been part of the executive teams of several public real estate investment trusts, including as a chief financial officer, which complement her role as Chair of the Compensation Committee and a member of the Governance Committee. | | | | | • Risk Oversight/Management • Investment Expertise • Financial Expertise and/or Literacy • Human Capital Management | • Public Company Board • Corporate Responsibility • REIT/Real Estate • Legal/Government/Regulatory | • Healthcare Industry • Cybersecurity Oversight • Public Company Executive |

  25. Director Nominees

    | 18 | HEALTHPEAK PROPERTIES |

  26. Director Nominees

    | Ava E. Lias-Booker Independent Director Age: 63 DIRECTOR SINCE: 2024 COMMITTEES: GOVERNANCE OTHER CURRENT PUBLIC COMPANY BOARDS: • None | PROFESSIONAL EXPERIENCE • Partner at McGuireWoods LLP, since 2004, and served in a variety of leadership roles, including as chair of the firm’s Diversity and Inclusion Committee. • Partner at Saul Ewing LLP, from 2001 to 2004. • Partner at Gordon, Feinblatt, Rothman, Hoffberger & Hollander LLP, from 1995 to 2001. • Partner at Saul Ewing LLP (formerly Weinberg & Green LLC), from 1994 to 1995. • Former Trustee at Physicians Realty Trust (formerly NYSE: DOC), from 2022 until its merger with our Company in 2024. • Member of the Board of Directors of the University of Maryland Saint Joseph's Medical Center; gubernatorial appointee to the University of Maryland Medical System Board of Directors; and member of the Boards of Visitors of Duke University School of Law (honorary) and the University of Maryland Francis King Carey School of Law (emeritus). | | | | | QUALIFICATIONS Ms. Lias-Booker brings to our Board extensive experience in legal, governance and regulatory compliance matters, as well as leadership on diversity, inclusion and human capital management issues. Her prior experience serving on the board of trustees of Physicians Realty Trust provided her with expertise in risk oversight, investments, financial literacy and public company board matters. | | | | | • Risk Oversight/Management • Investment Expertise • Financial Expertise and/or Literacy | • Human Capital Management • Public Company Board • Corporate Responsibility | • Legal/Government/Regulatory |

  27. Director Nominees

    | Governor Tommy G. Thompson Independent Director Age: 82 DIRECTOR SINCE: 2024 COMMITTEES: INVESTMENT OTHER CURRENT PUBLIC COMPANY BOARDS: • United Therapeutics Corporation (Nasdaq: UTHR) • TherapeuticsMD, Inc. (Nasdaq: TXMD) | PROFESSIONAL EXPERIENCE • President of the University of Wisconsin System, from 2020 to 2022. • U.S. Secretary of Health and Human Services, from 2001 to 2005. • Governor of State of Wisconsin, from 1987 to 2001. • Senior Advisor at Deloitte & Touche USA LLP, from 2005 to 2009. • Partner at Akin Gump Strauss Hauer & Feld LLP, from 2005 to 2012. • President of Logistics Health, Inc., from 2005 to 2011, and Chairman of the Board of Trustees from 2007 to 2011. • Former Chairman of the Board of Trustees at Physicians Realty Trust (formerly NYSE: DOC), from 2013 until its merger with our Company in 2024. • Former Director at Scilex Holding Company (Nasdaq: SCLX), from 2022 to 2023; Tyme Technologies, Inc. (formerly Nasdaq: TYME), from 2018 to 2020; and previously served as a director on several other public company boards, including C.R. Bard, Inc. (formerly NYSE: BCR); Cytori Therapeutics, Inc. (now Plus Therapeutics, Nasdaq: PSTV); Cancer Genetics, Inc. (now Vyant Bio, Inc., formerly Nasdaq: VYNT); Centene Corporation (NYSE: CNC); and CareView Communications, Inc. | | | | | QUALIFICATIONS Governor Thompson brings to our Board decades of experience and leadership in government and the evolving healthcare industry, including unique experience with physicians, healthcare decision makers and business executives regarding healthcare policy and improvements within the industry. His other service on public company boards in the healthcare real estate and biopharma industries makes him uniquely situated to serve on our Board with our focus on healthcare discovery and delivery, including the financial, investment and risk oversight issues specific to our industry and sector. | | | | | • Risk Oversight/Management • Investment Expertise • Financial Expertise and/or Literacy | • Human Capital Management • Public Company Board • Corporate Responsibility • REIT/Real Estate | • Legal/Government/Regulatory • Healthcare Industry |

  28. Director Nominees

    | 2024 PROXY STATEMENT | 19 |

  29. Director Nominees

    | Richard A. Weiss Independent Director Age: 77 DIRECTOR SINCE: 2024 COMMITTEES: INVESTMENT OTHER CURRENT PUBLIC COMPANY BOARDS: • None | PROFESSIONAL EXPERIENCE • Public finance attorney at Foley & Lardner LLP, from 1971 to 2008, including as a Partner from 1978 to 2008 and as a member of the Management Committee from 1999 to 2008. • Former Trustee at Physicians Realty Trust (NYSE: DOC), from 2013 until its merger with our Company in 2024. • Member of the Board of Directors and former chair of the Audit Committee of Ascendium Education Group. • Former member of the Boards of Directors of Advocate Aurora Health and predecessor companies, including terms as finance committee chair and board chair of Aurora Health Care and Milwaukee Psychiatric Hospital; former member and Chair of the Board of Directors of Washington Hospital Center in Washington, D.C.; former member of the executive committee of the Board of Directors of the Greater Washington Board of Trade; and former member of the Board of Trustees of the Medical College of Wisconsin. | | | | | QUALIFICATIONS Mr. Weiss brings to our Board more than 50 years of healthcare industry, legal and financial experience, as well as experience in legal and regulatory compliance matters. | | | | | • Risk Oversight/Management • Investment Expertise • Financial Expertise and/or Literacy | • Human Capital Management • Public Company Board • Corporate Responsibility • REIT/Real Estate | • Legal/Regulatory • Healthcare Industry • Cybersecurity Oversight |

  30. Director Nominees

    | 20 | HEALTHPEAK PROPERTIES |

  31. Board Effectiveness and Strategic Evolution

    Board Effectiveness and Strategic Evolution

  32. Board Effectiveness and Strategic Evolution

    | Our Board believes that improving its effectiveness is an ongoing process that requires thoughtful planning, evaluation, recruitment and orderly refreshment. This ongoing process is outlined below. | 01 | 02 | 03 | 04 | | | Director Selection | Onboarding and Education | Board Self-Evaluation | Board Composition and Refreshment |

  33. Director Selection

    Director Selection

  34. Identifying and Evaluating Director Nominee Candidates

    Identifying and Evaluating Director Nominee Candidates The Governance Committee considers a variety of factors when reviewing potential nominees for our Board, including:

  35. Identifying and Evaluating Director Nominee Candidates

    | • | Personal and professional integrity, ethics and values; | | • | Experience in the REIT industry and other industries relevant to our operations, such as real estate, healthcare, development, investments and corporate finance; | | • | Experience with relevant legal, regulatory and policy concerns; | | • | Experience as a board member of other public companies, as well as other leadership attributes; | | • | The ability and willingness to commit adequate time to our Board and its committees; | | • | Experience in corporate management and executive leadership, such as serving as an officer or former officer of a publicly held company; | | • | Whether the individual’s skills and personality will complement and supplement those of the other members (and potential members) of our Board and are likely to be conducive to building a Board that is effective, collegial and responsive to the needs of the Company; | | • | Expertise in an area of Healthpeak’s operations, such as financing strategy, risk management or human capital management; | | • | Practical and mature business judgment; | | • | Personal and professional time commitments and capacity, ability and willingness to govern; and | | • | Independence from management and lack of relationships with our other directors and employees. |

  36. Identifying and Evaluating Director Nominee Candidates

    | DIVERSITY | | The Governance Committee also considers diversity in gender, race, age, ethnicity, national origin and professional and personal experience when reviewing potential director nominees, and strives to create diversity in perspectives on our Board as a whole, when identifying and selecting nominees. On an annual basis, as part of our Board’s self-evaluation, our Board assesses whether its diversity, which it views as a critical component to its effectiveness, is appropriate. |

  37. Identifying and Evaluating Director Nominee Candidates

    The Governance Committee considers potential director nominees recommended by various sources, including Board members, stockholders and senior management. The Committee will consider director candidates properly recommended by stockholders in the same manner as recommendations received from other sources. For a description of the process for stockholders to recommend or nominate directors, see “Other Matters—2025 Stockholder Proposals, Director Nominations and Director Candidate Recommendations.” If the Board, upon the recommendation of the Governance Committee, determines it is appropriate to consider new director candidates to refresh the Board or fill any Board vacancies, the Chair of the Governance Committee, or a member designated by the Chair, is responsible for overseeing the search and interview process. The Committee will provide progress updates to our Board and will meet to consider and recommend final director candidates to the entire Board. Our Board then determines, taking into account the recommendation of the Committee, which candidates to appoint to our Board or nominate for election by our stockholders.

  38. Identifying and Evaluating Director Nominee Candidates

    | 2024 PROXY STATEMENT | 21 |

  39. Board Composition and Committee Rotation

    Board Composition and Committee Rotation The Governance Committee periodically assesses our directors’ skills, experience and perspectives in the context of the Board’s overall composition, as well as the current and future needs of the Company and the Board. Among other matters, the Committee considers the results of its annual self-assessments for the Board and its committees when regularly reviewing Board leadership and committee composition. In considering Board composition and leadership, the Board balances the benefits derived from continuity and experience, as well as the benefits derived from fresh viewpoints and perspectives. By periodically rotating committee composition, our directors gain a comprehensive understanding of different aspects of our business. Considering our Company’s portfolio transformation, strategic direction and enhanced focus on corporate governance, human capital management and corporate responsibility, as well as director refreshment and scheduled retirements under our director term limit policy, our Board conducted a comprehensive review of its composition and structure and made the following updates in 2023:

  40. Board Composition and Committee Rotation

    | • | Ms. Sandstrom was appointed as our independent Board Chair, in addition to her role as Chair of the Governance Committee, rotating off the Compensation Committee. | | • | Mr. Cartwright joined the Compensation Committee, bringing his human capital management and SEC experience to that committee. | | • | Mr. Connor was appointed as an Independent Director and joined the Audit and Compensation Committees, bringing his financial expertise to the Audit Committee and human capital management experience to the Compensation Committee. | | • | Following the Annual Meeting and subject to their election by stockholders, we anticipate that Ms. Kessler will serve on the Audit Committee, Ms. Lias-Booker will serve on the Governance Committee, and Governor Thompson and Mr. Weiss will serve on the Investment and Finance Committee, with Governor Thompson serving as Chair of that committee, in each case, based on their prior relevant experience on the board of trustees of Physicians Realty Trust. |

  41. Director Compensation—2023

    Director Compensation—2023

  42. Annual Compensation

    | ANNUAL INDEPENDENT DIRECTOR COMPENSATION | ADDITIONAL ANNUAL CASH COMPENSATION Independent Chair: $140,000 Independent Vice Chair: $70,000* | | | | Audit Committee • Chair – $35,000 • Member – $17,500 Compensation Committee • Chair – $30,000 • Member – $10,000 | Governance Committee • Chair – $20,000 • Member – $9,000 Investment Committee • Chair – $25,000 • Member – $7,500 | | | * Ms. Sandstrom served as Independent Vice Chair for a portion of 2023 | |

  43. 2023 Independent Director Compensation

    2023 Independent Director Compensation The following table summarizes the compensation of the Independent Directors for the fiscal year ended December 31, 2023.

  44. 2023 Independent Director Compensation

    | NAME(1) (A) | FEES EARNED OR PAID IN CASH ($) (b) | STOCK AWARDS ($)(2) (c) | TOTAL ($) (h) | | Brian G. Cartwright | 178,670 | 180,000 | 358,670 | | James B. Connor | 58,536 | 180,000 | 238,536 | | Christine N. Garvey | 120,000 | 180,000 | 300,000 | | R. Kent Griffin, Jr. | 127,500 | 180,000 | 307,500 | | David B. Henry | 136,500 | 180,000 | 316,500 | | Sara G. Lewis | 124,000 | 180,000 | 304,000 | | Katherine M. Sandstrom | 210,934 | 180,000 | 390,934 |

  45. 2023 Independent Director Compensation

    | (1) Messrs. Thomas and Weiss, Governor Thompson and Mses. Kessler and Lias-Booker did not serve as directors during 2023. | | (2) RSUs issued pursuant to the 2023 Performance Incentive Plan (the “2023 Plan”). The value in the stock award column represents the aggregate grant date fair value of RSUs awarded to the director in the fiscal year, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718—Compensation. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, see Note 14—Compensation Plans to the Consolidated Financial Statements included in our Annual Report. As of December 31, 2023, each of our Independent Directors who were serving on the Board at that time held 8,193 unvested RSUs. |

  46. Director Compensation Policies and Plans

    Director Compensation Policies and Plans

  47. Key Compensation Elements

    | BASE SALARY | + | ANNUAL CASH INCENTIVE OPPORTUNITIES | + | LONG-TERM EQUITY INCENTIVE OPPORTUNITIES | | • Competitive base salary to attract and retain talent based on experience, job scope, market data and individual performance • Annually reviewed against similarly situated executives at peer companies to maintain competitive levels | | • Based on the achievement of objective, at-risk Company performance metrics to align compensation with strategic goals • Includes objective financial performance metrics of Normalized FFO per share and Net Debt to Adjusted EBITDAre, which are common REIT performance measures • Includes quantitative and qualitative ESG metrics, underscoring our leadership’s commitments to environmental, social and governance performance • A portion of the annual cash incentive, or bonus, is based on individual performance to reward individual initiative, achievements and contributions and ensure that executives are driving execution of our business strategy | | • Performance-based awards and service-based awards with a performance hurdle (granted in the form of restricted stock units or profits interest units) • Performance-based awards earned by achieving 3-year Company TSR performance hurdles relative to constituents in third-party indices and select healthcare REIT peers, aligning executive compensation with stockholders’ long-term interests and value creation • Service-based awards encourage retention by vesting ratably over three years, subject to a performance hurdle requiring achievement of a minimum Normalized FFO per share threshold in the grant year | | 2023 Changes: Base salary increases were limited to certain executive promotions | | 2023 Changes: Target-level bonus opportunities remained flat from 2022 except in connection with certain executive promotions; increased weighting of objective, quantitative metrics and decreased weighting of individual performance metric | | 2023 Changes: Target-level opportunities increased to align executive pay with similarly-situated executives at peer companies; simplified number of peer indices used to measure relative TSR |

  48. Pay-for-Performance Philosophy

    Pay-for-Performance Philosophy Our executive compensation program rewards successful annual performance and encourages long-term value creation for our stockholders. NEO short-and long-term incentive compensation is subject to rigorous, objective, at-risk performance hurdles across multiple metrics and performance periods, which the Compensation Committee intends to incentivize management to drive Company performance and encourage prudent risk management consistent with the Company’s financial and strategic goals. The below graphics illustrate the mix of 2023 fixed pay (base salary) and at-risk pay incentives (cash incentive compensation and grant date fair value of equity awards granted during the year), presented at the target level of performance, for our President and CEO and our other NEOs.

  49. Compensation Practices at a Glance

    | STOCKHOLDER-FRIENDLY PRACTICES WE FOLLOW | PRACTICES WE AVOID | | Align short-term pay and performance by linking 70% of STIP compensation to objective, quantitative performance hurdles Align long-term pay and performance by linking 60% of LTIP compensation to 3-year relative TSR with 1-year post-vesting holding period (other than the settlement of shares in connection with applicable tax withholding) Promote retention with 40% of LTIP compensation subject to 3-year vesting with 1-year post-vesting holding period (other than the settlement of shares in connection with applicable tax withholding) Cap payout and vesting levels for incentive awards Provide market-based standardized severance and change-in-control benefits for executives Maintain robust stock ownership guidelines and clawback policy Conduct annual compensation risk assessment Compensation Committee comprised solely of Independent Directors Use of an independent compensation consultant Conduct annual compensation analysis against peer company practices | No individual employment agreements No guaranteed cash incentives, equity compensation or salary increases for existing NEOs No new stock option awards to NEOs No tax gross-up payments on change-in-control or severance payments or executive perquisites No pledging or hedging of our securities by directors, officers or other employees No single-trigger change in control severance payments No excessive perquisites or other benefits No repricing or buyouts of stock options (no outstanding stock options as of March 2024) No equity plan evergreen provisions No equity awards with less than 1-year total vesting period |

  50. 2023 NEO Compensation

    | | Peter A. Scott, Chief Financial Officer | | | 2023 TARGET COMPENSATION: $4.0 MILLION ($ MILLIONS) • No changes were made to 2023 base salary or STIP opportunity compared to 2022. • 2023 target-level LTIP opportunity was increased from $1.75 million to $2.35 million to better align Mr. Scott’s equity compensation with the compensation of similarly situated executives at peer companies. |

  51. 2023 NEO Compensation

    | | Thomas M. Klaritch, Chief Operating Officer | | | 2023 TARGET COMPENSATION: $3.25 MILLION ($ MILLIONS) • No changes were made to 2023 base salary or STIP opportunity compared to 2022. • 2023 target-level LTIP opportunity was increased from $1.5 million to $1.75 million to better align Mr. Klaritch’s equity compensation with the compensation of similarly situated executives at peer companies. |

  52. Base Salary

    Base Salary In October 2022 and again in February 2023, the Compensation Committee reviewed executive compensation data of peer companies prepared by Ferguson Partners Consulting (as described below under “Compensation Policies and Practices—Peer Company Comparison”). Following this review, the Committee determined to increase the base salaries for Messrs. Bohn and Patadia in connection with their promotions, based on its review of compensation data for executives at peer companies with substantially similar roles and responsibilities prepared by Ferguson Partners Consulting (as described under “Compensation Policies and Practices – Peer Company Comparison”). Mr. Bohn’s 2023 salary was increased from $500,000 to $525,000 annually, and Mr. Patadia’s 2023 salary was increased from $350,000 to $425,000 annually. No changes were made to the annual base salary levels for Messrs. Brinker, Scott and Klaritch.

  53. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation

  54. 2023 Short-Term Incentive Plan Structure

    2023 Short-Term Incentive Plan Structure Our NEOs are eligible to receive annual cash bonuses under the 2023 STIP based on the achievement of performance criteria established by the Compensation Committee for the performance period and taking into account individual performance. In selecting metrics and weighting for the 2023 STIP, the Compensation Committee also reviewed the Company’s strategic focus on portfolio quality, a strong balance sheet, and organic growth complemented by acquisitions and developments, as well as the importance of ESG to our Company’s business and long-term strategy. Considering these goals, together with feedback from our stockholders during ongoing engagement and input from Ferguson Partners Consulting, the Committee determined it would be appropriate to reduce the weighting of the individual performance metric from 40% to 30%, and increase the weighting of the objective financial metrics, Normalized FFO per share and Net Debt to Adjusted EBITDAre, from 30% to 35% and 15% to 20%, respectively. The Committee approved the following 2023 STIP annual metrics and weighting.

  55. 2023 Short-Term Incentive Plan Structure

    | | 35% Normalized FFO Per Share | • Funds from operations (FFO) is a commonly used REIT financial metric defined by Nareit; Normalized FFO per share is adjusted to exclude the impact from certain non-recurring or non-comparable items. • Allows stockholders to compare operating performance among REITs over time on a consistent basis. • May significantly impact the trading price of a REIT’s common stock and, therefore, may significantly impact TSR. | | | 20% Net Debt to Adjusted EBITDAre | • Net Debt to Adjusted EBITDAre is a supplemental measure of our achievement of established debt targets and is adjusted to exclude the impact from certain non-recurring or non-comparable items. • Promotes a strong balance sheet and balances the Normalized FFO per share metric to discourage overleveraging. • Reflects the ability to generate sufficient earnings to meet debt obligations as the portfolio grows. • A strong balance sheet is also important for REITs to enable acquisition and investment opportunities. | | | 15% ESG Performance | • Corporate responsibility through environmental, social and governance initiatives is important to our Company’s long-term strategy and success. • Measures the Company’s performance on various quantitative and qualitative ESG initiatives as described in detail in the ESG performance scorecard on page 51. | | | 30% Individual Performance | • Assessment of individual contributions to the Company’s financial and operational performance, as well as accomplishments relative to annual objectives. • Strongly influenced by objective criteria, such as the quality of the Company’s portfolio and investments, including investment performance relative to underwriting or budget and other quantitative and qualitative performance metrics and trends as determined by the Compensation Committee. • Incentivizes and rewards individual initiative, achievements and contributions to ensure that executives are driving execution of our business strategy in their respective roles. |

  56. 2023 Short-Term Incentive Plan Structure

    The pre-established target-level performance hurdle for Normalized FFO per share was set at the mid-point of our initial public guidance for 2023. The pre-established target-level performance hurdle for Net Debt to Adjusted EBITDAre was set in relation to our internally budgeted expectation, which is not publicly disclosed. The pre-established performance factors for ESG Performance, as further described below, was set in relation to internal strategic goals and key performance indicators, and taking external stockholder feedback into account.

  57. 2023 Short-Term Incentive Plan Structure

    | 2024 PROXY STATEMENT | 49 |

  58. 2023 STIP Award Opportunities

    2023 STIP Award Opportunities The Compensation Committee approved NEO 2023 STIP award opportunities in February 2023, following a review of compensation data for peers with substantially similar roles and responsibilities prepared by Ferguson Partners Consulting (as described below under “Compensation Policies and Practices—Peer Company Comparison”). The award opportunities reflect the Committee’s assessment of each NEO’s job position and responsibilities, experience, compensation peer group data and individual performance. Based on this assessment, the Committee determined to increase the 2023 STIP award opportunity for Mr. Patadia from $400,000 to $450,000 in connection with his promotion, but not to increase 2023 STIP award opportunities for Messrs. Brinker, Scott, Klaritch and Bohn. With respect to each of the performance metrics under the 2023 STIP, reaching the threshold, target or high achievement level results in a payout of 50%, 100% or 150%, respectively, of the target-level award opportunity. Payout amounts between threshold, target and high levels are interpolated on a linear basis. No bonus is paid for metrics with outcomes below the threshold achievement level. The following table reflects the 2023 STIP NEO award opportunities.

  59. 2023 STIP Award Opportunities

    | | 2023 STIP AWARD OPPORTUNITY ($) | | | | NAME | THRESHOLD (50%) | TARGET (100%) | HIGH (150%) | | Scott M. Brinker | 575,000 | 1,150,000 | 1,725,000 | | Peter A. Scott | 500,000 | 1,000,000 | 1,500,000 | | Thomas M. Klaritch | 450,000 | 900,000 | 1,350,000 | | Scott R. Bohn | 250,000 | 500,000 | 750,000 | | Ankit B. Patadia | 225,000 | 450,000 | 675,000 |

  60. 2023 STIP Performance and Results

    2023 STIP Performance and Results

  61. 2023 STIP Performance and Results

    | | Financial Metrics (55% of Overall Award) | | 1 | |

  62. STRONG OPERATIONAL PERFORMANCE AND BALANCE SHEET MANAGEMENT

    | RELATIVE WEIGHTING | 2023 STIP PERFORMANCE METRIC | THRESHOLD (50%) | TARGET (100%) | HIGH (150%) | OUTCOME (PAYOUT %) | | | Normalized FFO Per Share | | | | $1.78 (150%) | | | Net Debt to Adjusted EBITDAre | | | | 5.2x (150%) | | Weighted Blended Overall Financial Performance Payout Percentage Relative to Target Level: | | | | | 150% |

  63. ESG PERFORMANCE METRIC SCORECARD

    | RELATIVE WEIGHTING | 2023 STIP PERFORMANCE METRIC | THRESHOLD | TARGET | HIGH | OUTCOME (PAYOUT %) | | | ESG Performance Metric | | | | 18 points (150%) |

  64. INDIVIDUAL PERFORMANCE REFLECTS LEADERSHIP AND ACHIEVEMENT

    INDIVIDUAL PERFORMANCE REFLECTS LEADERSHIP AND ACHIEVEMENT The remaining 30% of the 2023 STIP award was based on an assessment of individual performance. The Compensation Committee has discretion to award between 0% and 150% of each NEO’s target-level individual performance award opportunity. The Committee took into account each NEO’s individual accomplishments and leadership, as reflected in the following 2023 performance scorecards, in determining each NEO’s individual performance award payout under the 2023 STIP. In determining individual performance, the Committee took into consideration each NEO’s individual contributions, as described in detail in each NEO’s individual performance scorecard below. The Committee also noted the NEOs’ overall contributions to factors that were especially important to the Company in 2023, including driving operational performance and execution, managing balance sheet and liquidity, and continued strategic positioning.

  65. INDIVIDUAL PERFORMANCE REFLECTS LEADERSHIP AND ACHIEVEMENT

    | Scott M. Brinker, | | | | President and Chief Executive Officer | Individual Performance Scorecard | | | • Despite a challenging macroeconomic environment, led strong financial and operational performance, including FFO as Adjusted and AFFO at the high end of original guidance • Oversaw the development of our updated business strategic plan in the summer of 2023 | • Led efforts for transformative strategic combination with Physicians Realty Trust • Spent extensive time developing senior leadership team, touring properties and meeting with key investors, tenants and relationships in pursuit of strategic goals • Executed on key deliverables for developments, redevelopments and transactions | Individual Performance Payout: 150% of Target | | Peter A. Scott, | | | | Chief Financial Officer | Individual Performance Scorecard | | | • Developed flexible funding strategy, including execution of $750 million in bonds at a blended yield of 5.36% • Maintained strong balance sheet and financial results, including FFO as Adjusted and AFFO at the high end of original guidance | • Developed dynamic 3-year forecast process, enabling updates to outer years every quarter for better planning and decision making • Maintained strong focus on investor engagement and marketing efforts, including hosting 19 property tours, attending 14 industry conferences and publishing four investor presentations | Individual Performance Payout: 145% of Target | | Thomas M. Klaritch, | | | | Chief Operating Officer | Individual Performance Scorecard | | | • Led efforts with tenants to maintain strong leasing, rent collections and occupancy in Outpatient Medical segment • Expanded sustainability initiatives in Outpatient Medical segment, including 77 LED lighting retrofit projects in tenant spaces and 123 ENERGY STAR certifications | • Met with health systems in top markets to identify and pursue relationship expansions • Oversaw process improvements, including capturing efficiencies of automation (i.e., budgeting and asset management) and new technologies (i.e., parking systems, fan wall systems) | Individual Performance Payout: 145% of Target |

  66. INDIVIDUAL PERFORMANCE REFLECTS LEADERSHIP AND ACHIEVEMENT

    | Scott R. Bohn, | | | | Chief Development Officer and Head of Lab | Individual Performance Scorecard | | | • Advanced Lab entitlement opportunities, including significant rezoning milestone for Alewife development in Cambridge, MA; and 1.3 million sq. ft. of entitlements for Vantage development in South San Francisco, CA • Led progress on major redevelopment campuses, including design, construction and leasing | • Led efforts for Lab lease executions of almost 1 million sq. ft. and maintained solid Lab results, including 2023 Same Store Cash (Adjusted) NOI growth at midpoint of original guidance • Oversaw sustainability initiatives within development and operating portfolio, including submitting for and/or achieving LEED Gold, WELL and Fitwel certifications | Individual Performance Payout: 130% of Target | | Ankit B. Patadia, | | | | Executive Vice President and Treasurer – Corporate Finance | Individual Performance Scorecard | | | • Supported flexible funding strategy, with $750 million in bonds at a blended yield of 5.36% • Utilized proceeds from bonds, dispositions and loan repayments to maintain leverage in the low 5x range and net floating rate debt exposure below 10% target | • Maintained BBB+/Baa1 credit ratings with stable outlook from S&P/Moody’s • Developed dynamic 3-year forecast process, enabling rolling updates to outer years for better planning and decision making | Individual Performance Payout: 145% of Target |

  67. INDIVIDUAL PERFORMANCE REFLECTS LEADERSHIP AND ACHIEVEMENT

    | | Overall 2023 STIP Results | | 4 | |

  68. INDIVIDUAL PERFORMANCE REFLECTS LEADERSHIP AND ACHIEVEMENT

    | NAME | 2023 STIP OPPORTUNITY (AT TARGET) | (55%) ACTUAL FINANCIAL PERFORMANCE(1) | (15%) ACTUAL ESG PERFORMANCE(1) | (30%) ACTUAL INDIVIDUAL PERFORMANCE | OVERALL WEIGHTED PAYOUT (%) | TOTAL AWARD ($) | | Scott M. Brinker | $1,150,000 | 150% | 150% | 150% | 150% | $1,725,000 | | Peter A. Scott | $1,000,000 | 150% | 150% | 145% | 149% | $1,485,000 | | Thomas M. Klaritch | $900,000 | 150% | 150% | 145% | 149% | $1,336,500 | | Scott R. Bohn | $500,000 | 150% | 150% | 130% | 144% | $720,000 | | Ankit B. Patadia | $450,000 | 150% | 150% | 145% | 149% | $668,250 |

  69. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation All 2023 equity awards were granted in the form of at-risk service-based and performance-based equity awards. We have not awarded stock options since 2014.

  70. 2023 Long-Term Incentive Plan

    2023 Long-Term Incentive Plan Our NEOs received long-term equity incentive awards under the 2023 LTIP, which are subject to the achievement of performance metrics and vesting criteria established by the Compensation Committee near the beginning of the performance period. Executives could elect to receive long-term equity incentive awards in the form of restricted stock units or profits interest units (i.e., equity interests in our operating partnership, Healthpeak OP, LLC, intended to qualify as “profits interests” for U.S. Federal income tax purposes and convertible into shares of our common stock).

  71. 3-Year Relative TSR Performance-Based Awards (60%)

    3-Year Relative TSR Performance-Based Awards (60%)

  72. 3-Year Relative TSR Performance-Based Awards (60%)

    | • | 60% of this award is subject to our relative TSR performance (calculated assuming dividend reinvestment) for the 3-year forward-looking performance period beginning on January 1, 2023 and ending December 31, 2025 (“TSR-Based LTIP”), measured against a selected index of healthcare peer REITs and third-party peer indices (MSCI US REIT Index and FTSE Nareit Equity Office Index, with certain pre-determined index constituent excluded as described below). TSR-Based LTIP awards are subject to a 1-year post-vesting holding period (other than the settlement of shares in connection with applicable tax withholding). | | • | The Compensation Committee selected a relative TSR performance metric as the basis for our performance-based LTIP awards because it allows stockholders to evaluate our performance compared to our peers and mitigates the impact of broad market trends that are not reflective of our actual performance. The Committee also determined to replace the S&P 500 REIT Index (used in 2022 LTIP awards) with the MSCI US REIT Index, with certain exclusions as described below, to better measure our performance against a broader range of REITs. | | • | Payout amounts between threshold or target, and target and high levels are interpolated. No value is paid for metrics with outcomes below the threshold achievement levels. |

  73. 3-Year Relative TSR Performance-Based Awards (60%)

    | RESULT | ABSOLUTE MEAN TSR PERFORMANCE HURDLES(3) | PAYOUT (% OF GRANT AT TARGET) | | Threshold | 25% Below Peer Group Mean (Median)(3) | 0% | | Target | At Peer Group Mean (Median)(3) | 100% | | High | 25% or Higher Above Peer Group Mean (Median)(3) | 200% |

  74. 3-Year Relative TSR Performance-Based Awards (60%)

    | (1) Includes Alexandria Real Estate Equities, Inc.; Healthcare Realty Trust Incorporated; Physicians Realty Trust (until its announcement of a merger with our Company); and Ventas, Inc. | | (2) Excludes Alexandria Real Estate Equities, Inc. because it is included in the healthcare REIT peer set; REITs with smaller market capitalization (Office Properties Income Trust; Orion Office REIT, Inc.; City Office REIT, Inc.; Franklin Street Properties Corp.; Creative Media & Community Trust Corporation; and New York City REIT, Inc. Class A); and Equity Commonwealth due to its liquidation of assets. | | (3) Compared to the mean performance for the Healthcare REIT Peers and MSCI US REIT Index and median performance for the FTSE Nareit Equity Office Index. |

  75. 2023 LTIP Award Opportunities

    2023 LTIP Award Opportunities

  76. Annual LTIP Awards

    Annual LTIP Awards As described under “2023 NEO Compensation,” the Compensation Committee, in consultation with Ferguson Partners Consulting, approved target-level 2023 LTIP opportunities for the NEOs in early 2023, as well as in connection with the promotion of Mr. Patadia in February 2023. The award opportunities were based on the Committee’s assessment of peer compensation data prepared by Ferguson Partners Consulting (as described below under “Compensation Policies and Practices – Peer Company Comparison”), each NEO’s relative duties and responsibilities, and the NEO’s impact on Healthpeak’s results. Based on this assessment, the Committee determined to increase the 2023 target-level LTIP award opportunities for each NEO. The table below reflects the 2023 LTIP award target-level values approved by the Compensation Committee.

  77. Annual LTIP Awards

    | NAME(1) | TOTAL TARGET-LEVEL LTIP OPPORTUNITY ($)(2) | | Scott M. Brinker | 5,900,000 | | Peter A. Scott | 2,350,000 | | Thomas M. Klaritch | 1,750,000 | | Scott R. Bohn | 1,000,000 | | Ankit B. Patadia | 450,000 |

  78. Annual LTIP Awards

    | (1) The table above does not reflect retentive LTIP award granted to Mr. Patadia in connection with his promotion as described below. | | (2) The amounts reflected in the Grants of Plan-Based Awards During 2023 table differ from the amounts above with respect to retentive LTIP awards due to rounding to the nearest whole share, and with respect to the TSR-Based LTIP awards, due to calculating the grant date fair value for financial reporting purposes based on a Monte Carlo valuation model in accordance with FASB ASC Topic 718. |

  79. Retentive LTIP Award – Executive Promotion

    Retentive LTIP Award – Executive Promotion The Compensation Committee granted Mr. Patadia a one-time Retentive LTIP award with a grant value of $750,000 in connection with his promotion. A one-time retentive LTIP award was determined to be preferable to relative TSR performance-based award to promote Mr. Patadia’s long-term retention, with the Retentive LTIP award scheduled to vest over six years, subject to achievement of a 2023 Normalized FFO per share performance hurdle of $1.28.

  80. 2021-2023 3-Year TSR-Based LTIP Results

    2021-2023 3-Year TSR-Based LTIP Results In 2021, we awarded the NEOs 3-year TSR-Based LTIP awards that had a performance period ending on December 31, 2023. The following table summarizes the actual payouts awarded to the NEOs under those awards. Award payouts were capped at 200%.

  81. 2021-2023 3-Year TSR-Based LTIP Results

    | RELATIVE WEIGHTING | 2021 LTIP PERFORMANCE METRIC | THRESHOLD (50%) | TARGET (100%) | HIGH (200%) | OUTCOME / PAYOUT (%) | | | Relative TSR Performance Healthcare PEER Index (Absolute Comparative Performance)(1) | | | | 24.9% Below Mean (18.6%) | | | Relative TSR Performance S&P 500 REIT Index (Percentile Rank) | | | | 0th Percentile (0%) | | | | Weighted Blended Overall Payout: | | | Below Target (12.4%) |

  82. 2021-2023 3-Year TSR-Based LTIP Results

    | (1) Peers include Healthcare Realty Trust Incorporated; Healthcare Trust of America, Inc.; Physicians Realty Trust; Alexandria Real Estate Equities, Inc.; Ventas, Inc.; and Welltower Inc. |

  83. 2021-2023 3-Year TSR-Based LTIP Results

    | 2024 PROXY STATEMENT | 55 |

  84. Status of LTIP Award Programs

    Status of LTIP Award Programs

  85. TSR-BASED LTIP AWARD STATUS THROUGH DECEMBER 31, 2023

    TSR-BASED LTIP AWARD STATUS THROUGH DECEMBER 31, 2023

  86. TSR-BASED LTIP AWARD STATUS THROUGH DECEMBER 31, 2023

    | (1) The performance period for these awards remains open and the payout percentage for these awards has not been determined. If the performance period applicable to the award had ended as of December 31, 2023, the Company’s relative TSR ranking considered for purposes of the award would have resulted in a below-target level payout with respect to certain peer indices. We make no prediction as to the future performance of our stock. The total amount realized with respect to the outstanding 2022 and 2023 TSR-Based LTIP awards will be determined following the 3-year performance periods ending December 31, 2024, and 2025, respectively. |

  87. 2024 STIP

    2024 STIP

  88. 2024 STIP

    | • | The performance metrics and weightings are consistent with the 2023 STIP, except that Net Debt to Adjusted EBITDAre was replaced with a run-rate synergies performance metric tied to our business combination with Physicians Realty Trust. | | • | In addition to payout levels at Threshold (50%), Target (100%) and High (150%), an Outperformance payout level (200%) was added, consistent with the majority of annual incentive programs for executive officers at the peer companies. |

  89. 2024 LTIP

    2024 LTIP

  90. 2024 LTIP

    | • | The peer REIT companies against which we measure relative TSR were updated to better reflect companies that we currently consider to be competitors, and the weightings of each peer set were accordingly adjusted. | | • | To better align with peer company practices, we added a non-TSR performance metric, Net Debt to Adjusted EBITDAre, to the performance-based LTIP award, noting that the relative TSR performance metric remains the primary metric for the performance-based LTIP awards. | | • | Net Debt to Adjusted EBITDAre was selected as a performance metric for the 2024 LTIP because it promotes longer-term balance sheet management. |

  91. 2024 LTIP

    | 56 | HEALTHPEAK PROPERTIES |

  92. Compensation Policies and Practices

    | Compensation Risk Assessment | We believe that any risks arising from our compensation program are not reasonably likely to have a material adverse effect on us for the reasons outlined below. Base salaries are fixed in amount and thus do not encourage inappropriate or excessive risk taking. Our incentive compensation balances quantitative and qualitative performance assessments. While the STIP, our annual cash incentive plan, focuses on annual goals, we cap awards under the plan. The Compensation Committee believes that the STIP appropriately balances risk and the desire to focus executives on specific annual goals important to our success. A substantial portion of our executive officers’ compensation is in the form of equity awards to further align executive and stockholder interests. The Compensation Committee believes that the LTIP awards do not encourage unnecessary or excessive risk taking because the ultimate value of the awards is tied to our performance and stock price, and because the awards are subject to long-term vesting schedules based on forward-looking performance goals. Additionally, our stock ownership guidelines, in addition to the 1-year post-vesting holding requirement for LTIP awards, help ensure that executives have significant value tied to our performance. Furthermore, as discussed below, our executive officers are subject to a clawback policy, which permits us to recover incentive compensation received by such officers in the event the amount of the payment or award was determined based on the achievement of financial results that were subsequently the subject of an accounting restatement due to material noncompliance with a financial reporting requirement under securities laws. | | Policy Regarding Executive Employment Agreements | Our Executive Severance Plan and Executive Change in Control Severance Plan (the “CIC Plan”) (as both are further described under “Potential Payments upon a Termination or Change in Control Severance Arrangements” below) provide severance protections without the use of individual employment agreements with our executive officers. Our severance plans, which operate in lieu of individual contractual arrangements, provide standardized severance benefits for our executives. Our general policy against executive employment agreements also eliminates guaranteed base salaries and incentive levels, which allows the Company to focus on pay for performance and other factors that the Compensation Committee deems relevant in setting executive compensation, without contractual restrictions. | | Compensation Consultant | The Compensation Committee is authorized to retain independent counsel, compensation and benefits consultants, and other outside experts or advisors. Since November 2008, the Committee has retained Ferguson Partners Consulting as its outside independent compensation consultant. For 2023, Ferguson Partners Consulting advised the Committee with respect to trends in executive compensation, determination of pay programs, assessment of competitive pay levels and mix (e.g., proportion of fixed pay to incentive pay and proportion of annual cash pay to long-term incentive pay) and setting compensation levels. Ferguson Partners Consulting also reviewed comparable equity REITs for 2023 and assisted the Committee with obtaining and evaluating current executive compensation data for these companies. The Committee made its 2023 compensation decisions, including those with respect to the NEOs, after consulting with Ferguson Partners Consulting. Ferguson Partners Consulting reports directly to the Compensation Committee and works with management as directed by the Committee. During 2023, Ferguson Partners Consulting did not perform work for Healthpeak other than pursuant to its engagement by the Committee. Its affiliate, Ferguson Partners L.P., was engaged by the Board in 2022 and early 2023 to assist with a director candidate search. The Committee has assessed the independence of Ferguson Partners Consulting and concluded that their engagement of Ferguson Partners Consulting does not raise any conflict of interest with Healthpeak or any of its directors or executive officers. | | Management Succession Planning | Our Board is responsible for attracting, retaining and incentivizing a high-performing management team. With the assistance of the Compensation Committee, Board reviews management development and our succession plan to help ensure that top management positions, including the CEO position, can be filled without undue interruption. High-potential leaders, including emerging diverse leaders, are given exposure and visibility to Board members through formal presentations at Board and committee meetings, as well as through informal events. |

  93. Compensation Policies and Practices

    | Compensation Peer Group | In developing our 2023 executive compensation program, the Compensation Committee considered market and peer data provided by Ferguson Partners Consulting. Based on Ferguson Partners Consulting’s recommendations, the Committee updated the group of peer companies for 2023 as set forth below. The Committee also reviewed general survey compensation data from companies in the S&P 500 REIT Index when determining executive compensation. As compared to 2022, no changes were made to the peer companies. For 2024, Vornado Realty Trust was removed as a peer and Healthcare Realty Trust Incorporated was added to better align with peers based on market capitalization, revenue and business focus. |

  94. Compensation Policies and Practices

    | The companies in our 2023 executive compensation peer group were as follows: | | | • Alexandria Real Estate Equities, Inc. | • Omega Healthcare Investors, Inc. | | • AvalonBay Communities, Inc. | • Realty Income Corporation | | • Boston Properties, Inc. | • Regency Centers Corporation | | • Equity Residential | • UDR, Inc. | | • Host Hotels & Resorts, Inc. | • Ventas, Inc. | | • Kimco Realty Corporation | • Vornado Realty Trust | | • Medical Properties Trust, Inc. | • Welltower Inc. |

  95. Compensation Policies and Practices

    | Peer Company Comparison | The 2023 compensation peer companies consist of S&P 500 equity REITs that the Compensation Committee believed are comparable to Healthpeak. In reviewing executive compensation paid by peer companies, the Committee took into account, among other things, Healthpeak’s enterprise value and market capitalization compared to the median of peer companies, as shown below: | | | AS OF DECEMBER 31, 2023* | | | (in billions) | | | |

  96. Compensation Policies and Practices

    | | * Source: KeyBanc for Enterprise Value; S&P Global for Market Capitalization. | | Compensation Assessment | In early 2023, the Compensation Committee reviewed compensation data for executives at peer companies with positions comparable to those held by each NEO. This data consisted of base salary, annual cash incentive award opportunities and equity award information, as well as total direct compensation paid by the peer companies. Although the Committee reviewed and discussed the compensation data provided by Ferguson Partners Consulting to help inform its decision-making process, the Committee does not set or “benchmark” compensation levels at any specific point or percentile against the peer group data. As described above, the peer group data is only one point of information taken into account by the Committee in making compensation decisions. | | | The Compensation Committee’s executive compensation decisions for 2023 (including with respect to compensation levels, program design and the determination of executive performance with respect to subjective performance criteria) were the result of the Committee’s business judgment. This judgment is informed by the experiences of the members of the Committee, input and peer group data provided by Ferguson Partners Consulting, and the Committee’s overall assessment of executive compensation trends. Compensation decisions with respect to objective performance criteria were based on actual performance against the pre-established goals and were not discretionary. |

  97. Compensation Policies and Practices

    | Stock Ownership Guidelines | The Compensation Committee believes that ownership of Healthpeak securities promotes our executives’ focus on our long-term business objectives. Our stock ownership guidelines, which are reviewed by the Committee annually, provide that executives at the level of executive vice president or higher own minimum levels of common stock and unvested stock awards. All executives are required to achieve their mandatory holdings within five years of becoming subject to the guidelines. The following securities are taken into account to determine an executive’s compliance with the guidelines: shares of our common stock beneficially held (directly or indirectly) by the executive; shares of our common stock or profits interest units subject to time-based equity awards, whether vested or unvested; and shares of our common stock deferred under a deferred compensation plan. Shares or profits interest units subject to performance-based equity awards are not taken into account unless and until the applicable performance-based vesting requirements are satisfied. |

  98. Compensation Policies and Practices

    | | Compliance with the ownership guidelines is tested annually on May 15. As of the annual testing date of May 15, 2023, all of our NEOs who are subject to the stock ownership guidelines satisfied the ownership requirements. | | Clawback Policy | We maintain an executive compensation clawback policy regarding the adjustment or recovery of certain incentive awards or payments made to current or former executive officers in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the U.S. securities laws. In general, the policy provides that, unless an exception applies, we will seek to recover compensation that is awarded to an executive officer based on the Company’s attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results. | | Anti-Hedging Policy | Our Board recognizes that hedging against losses in Healthpeak securities may disturb the alignment between the interests of our officers and directors and those of our other stockholders. For this reason, directors, officers and other employees (and if applicable, their family members) are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Healthpeak securities. | | Anti-Pledging Policy | Our Board recognizes that a forced margin sale or foreclosure sale of Healthpeak securities may negatively impact our stock price or violate our insider trading policy. Accordingly, our Board adopted a policy that prohibits directors, officers and other employees (and if applicable, their family members) from holding Healthpeak securities in a margin account or pledging Healthpeak securities as collateral for a loan. | | No Tax Gross Up Payments | None of our NEOs are entitled to tax gross-up payments on severance benefits or in the event they are subject to excise taxes imposed under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) as a result of a change in control of the company. | | Tax Deductibility of Executive Compensation | Section 162(m) of the Code generally limits the deductibility of compensation paid to our current and former executive officers that exceeds $1 million during the tax year. The Tax Cuts and Jobs Act of 2017 (the “Jobs Act”) made substantial changes to Section 162(m) of the Code. Pursuant to the Jobs Act, certain awards granted before November 2, 2017, that were based upon attaining pre-established performance measures that were set by the Compensation Committee under a plan approved by our stockholders, as well as amounts payable to former executives pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the $1 million deductibility limit. As one of the factors in its consideration of compensation matters, the Compensation Committee notes this deductibility limitation. However, the Committee generally has the flexibility to take any compensation-related actions that it determines are in the Company’s and its stockholders’ best interest, including designing and awarding compensation for our executive officers that is not fully deductible for tax purposes. In addition, we qualify as a REIT under the Code and are not subject to federal income taxes, meaning that the payment of compensation that is not deductible under Section 162(m) does not have a material adverse consequence to us as long as we qualify as a REIT under the Code. Furthermore, there can be no assurance that any compensation will in fact be deductible. |

  99. Summary Compensation Table—2023

    Summary Compensation Table—2023 The Summary Compensation Table below quantifies the different forms of compensation earned by or awarded to our NEOs for 2023, 2022 and 2021, in the manner and format required under applicable SEC rules.

  100. Summary Compensation Table—2023

    | NAME AND PRINCIPAL POSITION(S) | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) | ALL OTHER COMPENSATION ($)(2) | TOTAL ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Scott M. Brinker | 2023 | 750,000 | — | 5,204,310 | — | 1,725,000 | — | 13,200 | 7,692,510 | | President and Chief Executive Officer | 2022 | 750,000 | — | 3,134,399 | — | 1,660,485 | — | 12,200 | 5,557,084 | | | 2021 | 750,000 | — | 2,663,454 | — | 1,725,000 | — | 11,600 | 5,150,054 | | Peter A. Scott | 2023 | 650,000 | — | 2,072,983 | — | 1,485,000 | — | 13,200 | 4,221,183 | | Chief Financial Officer | 2022 | 650,000 | — | 2,001,834 | — | 1,443,900 | — | 12,200 | 4,107,934 | | | 2021 | 650,000 | — | 1,623,499 | — | 1,500,000 | — | 11,600 | 3,785,099 | | Thomas M. Klaritch | 2023 | 600,000 | — | 1,543,731 | — | 1,336,500 | — | 13,200 | 3,493,431 | | Chief Operating Officer | 2022 | 600,000 | — | 1,580,387 | — | 1,299,510 | — | 12,200 | 3,492,097 | | | 2021 | 600,000 | — | 1,522,041 | — | 1,350,000 | — | 11,600 | 3,483,641 | | Scott R. Bohn | 2023 | 525,000 | — | 882,148 | — | 720,000 | — | 13,200 | 2,141,502 | | Chief Development Officer and Head of Lab | 2022 | 461,875 | — | 1,447,966 | — | 639,481 | — | 12,200 | 2,561,522 | | Ankit B. Patadia | 2023 | 425,000 | — | 1,051,236 | — | 668,250 | — | 13,200 | 2,157,686 | | Executive Vice President and Treasurer – Corporate Finance | | | | | | | | | |

  101. Summary Compensation Table—2023

    | (1) The amounts reported in column (e) for each fiscal year reflect the fair value on the grant date of the time-based and performance-based equity awards granted to NEOs during the fiscal year. For the grant date fair value of each equity award granted to an NEO in 2023, see the Grants of Plan-Based Awards During 2023 table in the proxy statement. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of our consolidated financial statements. For a discussion of the assumptions and methodologies used to value the awards reported in column (e), see the discussion of stock awards contained in Note 14—Compensation Plans to Healthpeak’s Consolidated Financial Statements, included in our Annual Report. As to TSR-Based LTIP performance awards granted to NEOs, the grant date fair value of the awards included in column (e) for the year of grant was determined using a Monte Carlo simulation, which probability weights multiple potential outcomes as of the grant date of the award. The assumptions made in applying the Monte Carlo simulation to determine the grant date fair value of the awards granted in 2023, 2022 and 2021 included: the closing price of a share of Healthpeak common stock on the grant date of $26.05, $32.17 and $30.94, respectively; expected share price volatility assumption of 33.0%, 38.9% and 39.1%, respectively; and a risk-free annual interest rate assumption of 4.38%, 1.8% and 0.2%, respectively. Under the terms of the TSR-Based LTIP performance awards, between 0% and 200% of target of the underlying performance-based restricted stock units (or the corresponding profits interest units subject to the Replacement Awards (as defined below), as the case may be) subject to the awards may vest based on performance for the applicable performance period. The following table presents the grant date fair values of performance-based awards (i) determined under the principles used to calculate the grant date fair value of equity awards for purposes of our consolidated financial statements using the Monte Carlo simulation, and (ii) assuming that the highest level of performance conditions would be achieved using our closing stock price on the grant date, without regard to the Monte Carlo simulation: |

  102. Summary Compensation Table—2023

    | | 2023 ($) | | 2022 ($) | | 2021 ($) | | | NAME | GRANT DATE FAIR VALUE (BASED ON MONTE CARLO SIMULATION) | GRANT DATE FAIR VALUE (BASED ON MAXIMUM PERFORMANCE) | GRANT DATE FAIR VALUE (BASED ON MONTE CARLO SIMULATION) | GRANT DATE FAIR VALUE (BASED ON MAXIMUM PERFORMANCE) | GRANT DATE FAIR VALUE (BASED ON MONTE CARLO SIMULATION) | GRANT DATE FAIR VALUE (BASED ON MAXIMUM PERFORMANCE) | | Scott M. Brinker | 3,145,946 | 7,080,077 | 1,944,335 | 3,570,162 | 1,613,382 | 3,150,063 | | Peter A. Scott | 1,253,086 | 2,820,121 | 1,241,818 | 2,280,210 | 983,412 | 1,920,075 | | Thomas M. Klaritch | 933,153 | 2,100,099 | 980,384 | 1,800,169 | 921,960 | 1,800,089 | | Scott R. Bohn | 533,237 | 1,200,071 | 277,832 | 510,152 | — | — | | Ankit B. Patadia | 239,973 | 540,069 | — | — | — | — |

  103. Summary Compensation Table—2023

    | (2) The 2023 amounts reported in column (i) reflect a 401(k) Plan matching contribution of $13,200 made on behalf of each NEO in accordance with the terms of our 401(k) Plan. |

  104. Summary Compensation Table—2023

    | 60 | HEALTHPEAK PROPERTIES |

  105. Grants of Plan-Based Awards During 2023

    Grants of Plan-Based Awards During 2023 The following table presents information regarding the incentive awards granted to our NEOs during 2023, in the manner and format required under applicable SEC rules.

  106. Grants of Plan-Based Awards During 2023

    | | | | | | | | | | ALL OTHER AWARDS(1) | | | | | | | ESTIMATED FUTURE PAYMENTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYMENTS UNDER EQUITY INCENTIVE PLAN AWARDS(1) | | | STOCK AWARDS: NUMBER OF SHARES OF STOCK | OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING | GRANT DATE FAIR VALUE OF STOCK AND OPTION | | NAME | | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | OR UNITS (#) | OPTIONS (#) | AWARDS ($)(2) | | (a) | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Scott M. Brinker | Annual Incentive | — | 575,000 | 1,150,000 | 1,725,000 | — | — | — | — | — | — | | | Retentive | 2/15/2023 | — | — | — | — | — | — | 90,597 | — | 2,360,052 | | | TSR- Based | 2/15/2023 | — | — | — | 84,934 | 169,868 | 339,735 | — | — | 3,540,039 | | Peter A. Scott | Annual Incentive | — | 500,000 | 1,000,000 | 1,500,000 | — | — | — | — | — | — | | | Retentive | 2/15/2023 | — | — | — | — | — | — | 36,087 | — | 819,897 | | | TSR- Based | 2/15/2023 | — | — | — | 33,831 | 67,661 | 135,323 | — | — | 1,253,086 | | Thomas M. Klaritch | Annual Incentive | — | 450,000 | 900,000 | 1,350,000 | — | — | — | — | — | — | | | Retentive | 2/15/2023 | — | — | — | — | — | — | 26,874 | — | 700,068 | | | TSR- Based | 2/15/2023 | — | — | — | 25,193 | 50,386 | 100,773 | — | — | 1,050,049 | | Scott R. Bohn | Annual Incentive | — | 250,000 | 500,000 | 750,000 | — | — | — | — | | | | | Retentive | 2/15/2023 | | | | | | | 15,357 | | 348,911 | | | TSR- Based | 2/15/2023 | | | | 14,396 | 28,793 | 57,585 | | | 533,237 | | Ankit B. Patadia | Annual Incentive | — | 225,000 | 450,000 | 675,000 | — | — | — | — | — | — | | | Retentive | 2/15/2023 | — | — | — | — | — | — | 6,912 | — | 157,041 | | | TSR- Based | 2/15/2023 | — | — | — | 6,479 | 12,958 | 25,915 | — | — | 239,973 | | | Retentive | 2/15/2023 | | | | | | | 28,795 | | 654,222 |

  107. Grants of Plan-Based Awards During 2023

    | (1) Replacement Awards granted to NEOs in connection with the conversion of restricted stock units into profits interest units did not result in incremental fair value (within the meaning of FASB ASC Topic 718) with respect to any such Replacement Award, and therefore the Replacement Awards are not reflected in this table. | | (2) The amounts reported in column (k) of the table above have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of our consolidated financial statements. For a discussion of the assumptions and methodologies used to value the awards reported in column (k), see the discussion of stock awards contained in Note 14—Compensation Plans to Healthpeak’s Consolidated Financial Statements, included in our Annual Report, and footnote (1) to the Summary Compensation Table above. |

  108. Grants of Plan-Based Awards During 2023

    | 2024 PROXY STATEMENT | 61 |

  109. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table presents, in the manner and format required under applicable SEC rules, information regarding the outstanding equity awards held by each of our NEOs at December 31, 2023.

  110. Outstanding Equity Awards at December 31, 2023

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NAME | AWARD GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(1) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(1) | | (a) | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Scott M. Brinker | 2/15/2023 | — | — | — | — | 90,597(2) | 1,793,821 | — | — | | | 2/15/2023 | — | — | — | — | — | — | 169,868(3) | 3,363,386 | | | 2/10/2022 | — | — | — | — | 24,662(4) | 488,308 | — | — | | | 2/10/2022 | — | — | — | — | — | — | 69,362(5) | 1,373,368 | | | 2/12/2021 | — | — | — | — | 11,313(6) | 223,997 | — | — | | | 2/12/2021 | — | — | — | — | — | — | 6,790(7) | 134,442 | | | 2/12/2021 | — | — | — | — | — | — | —(8) | — | | | 3/1/2018 | — | — | — | — | 45,600(9) | 902,880 | — | — | | Peter A. Scott | 2/15/2023 | — | — | — | — | 36,087(2) | 714,523 | — | — | | | 2/15/2023 | — | — | — | — | — | — | 67,662(3) | 1,339,708 | | | 2/10/2022 | — | — | — | — | 15,750(10) | 311,850 | — | — | | | 2/10/2022 | — | — | — | — | — | — | 44,300(5) | 877,140 | | | 2/12/2021 | — | — | — | — | 6,896(11) | 136,541 | — | — | | | 2/12/2021 | — | — | — | — | — | — | 4,139(7) | 81,952 | | | 2/12/2021 | — | — | — | — | — | — | —(8) | — | | Thomas M. Klaritch | 2/15/2023 | — | — | — | — | 26,874(2) | 532,105 | — | — | | | 2/15/2023 | — | — | — | — | — | — | 50,387(3) | 997,663 | | | 2/10/2022 | — | — | — | — | 12,434(10) | 246,193 | — | — | | | 2/10/2022 | — | — | — | — | — | — | 34,974(5) | 692,485 | | | 2/12/2021 | — | — | — | — | 6,465(11) | 128,007 | — | — | | | 2/12/2021 | — | — | — | — | — | — | 3,881(7) | 76,844 | | | 2/12/2021 | — | — | — | — | — | — | —(8) | — | | | 2/3/2014 | 31,759 | — | 33.79 | 2/3/2024 | — | — | — | — | | Scott R. Bohn | 2/15/2023 | — | — | — | — | 15,357(2) | 304,069 | — | — | | | 2/15/2023 | — | — | — | — | — | — | 28,793(3) | 570,101 | | | 10/26/2022 | — | — | — | — | 7,248(12) | 143,510 | — | — | | | 4/28/2022 | — | — | — | — | 21,905(13) | 433,719 | — | — | | | 2/10/2022 | — | — | — | — | 3,524(10) | 69,775 | — | — | | | 2/10/2022 | — | — | — | — | — | — | 9,912(5) | 196,258 | | | 2/12/2021 | — | — | — | — | 4,398(6) | 87,080 | — | — | | | 2/3/2014 | 1,814 | — | 33.79 | 2/3/2024 | — | — | — | — | | Ankit B. Patadia | 2/15/2023 | — | — | — | — | 6,912(2) | 136,858 | — | — | | | 2/15/2023 | — | — | — | — | 28,795(14) | 570,141 | — | — | | | 2/15/2023 | — | — | — | — | — | — | 12,958(3) | 256,559 | | | 2/10/2022 | — | — | — | — | 6,218(10) | 123,116 | — | — | | | 2/12/2021 | — | — | — | — | 2,155(11) | 42,669 | — | — |

  111. Outstanding Equity Awards at December 31, 2023

    | 2024 PROXY STATEMENT | 63 |

  112. Outstanding Equity Awards at December 31, 2023

    | (1) The number of shares or units reported in column (f) reflect time-vested Retentive LTIP Awards, while the number of shares or units reported in column (h) reflect performance TSR-Based LTIP Awards, assuming threshold payout level (50% for restricted stock units, or 25% for profits interest units, which are granted assuming maximum performance), target payout level (100% for restricted stock units, or 50% for profits interest units) or high (maximum) payout level (200% for restricted stock units, or 100% for profits interest units), based on how the performance of each such award was tracking as of December 31, 2023. For awards granted in 2021, reflects the actual payout level for such TSR-Based LTIP Awards determined after the end of the 2023 fiscal year. See the footnotes below for additional details. The dollar amounts shown in columns (g) and (i) are determined by multiplying the number of shares or units reported in columns (f) or (h), respectively, by $19.80 (the closing price of our common stock on the last trading day of 2023). | | (2) The unvested portions of this award are scheduled to vest in three equal installments on February 15, 2024, 2025 and 2026. | | (3) Subject to the satisfaction of applicable performance criteria, the unvested portion of this award is scheduled to vest upon certification of the performance results by the Compensation Committee following the performance period ending December 31, 2025. The number of shares reported is based on the achievement at the target payout level, based on performance tracking between the threshold and target payout levels as of December 31, 2023. | | (4) The unvested portions of this award are scheduled to vest in two equal installments on February 10, 2024 and 2025. | | (5) This award was originally granted to the NEO on February 10, 2022 and was converted into a Replacement Award on February 15, 2023. Subject to the satisfaction of applicable performance criteria, the unvested portion of this award is scheduled to vest upon certification of the performance results by the Compensation Committee following the performance period ending December 31, 2024. The number of shares reported is based on the achievement at the target payout level, based on performance tracking between the threshold and target payout levels as of December 31, 2023. | | (6) The unvested portion of this award vested on February 12, 2024. | | (7) This award was originally granted to the NEO on February 12, 2021 and was converted into a Replacement Award on February 15, 2023. The unvested portion of this award vested upon certification of the performance results by the Compensation Committee following the performance period ended December 31, 2023. The number of shares reported is based on actual performance for the performance period. For additional information on the actual performance and payout of the award, see the “Compensation Discussion and Analysis” section. | | (8) This award was originally granted to the NEO on February 12, 2021 and was converted into a Replacement Award on February 15, 2023. The unvested portion of this award vested upon certification of the performance results by the Compensation Committee following the performance period ended December 31, 2023. The number of shares reported is based on actual performance for the performance period, resulting in the award being forfeited in its entirety for achieving performance below the threshold level. For additional information on the actual performance and payout of the award, see the “Compensation Discussion and Analysis” section. | | (9) This award was originally granted to the NEO on March 1, 2018 and was converted into a Replacement Award on February 15, 2023. The unvested portions of this award vested on March 1, 2024. | | (10) This award was originally granted to the NEO on February 10, 2022 and was converted into a Replacement Award on February 15, 2023. The unvested portions of this award are scheduled to vest in two equal installments on February 10, 2024 and 2025. | | (11) This award was originally granted to the NEO on February 12, 2021 and was converted into a Replacement Award on February 15, 2023. The unvested portion of this award vested on February 12, 2024. | | (12) This award was originally granted to the NEO on October 26, 2022 and was converted into a Replacement Award on February 15, 2023. The unvested portions of this award are scheduled to vest in two equal installments on April 28, 2024 and 2025. | | (13) This award was originally granted to the NEO on April 28, 2022 and was converted into a Replacement Award on February 15, 2023. The unvested portions of this award are scheduled to vest in five equal installments on April 28, 2024, 2025, 2026, 2027 and 2028. | | (14) The unvested portions of this award are scheduled to vest in five equal installments on February 15, 2025, 2026, 2027, 2028 and 2029. |

  113. Option Exercises and Stock Vested During 2023

    Option Exercises and Stock Vested During 2023 The following table presents information regarding the exercise of stock options by NEOs during 2023 and the vesting of other equity awards during 2023.

  114. Option Exercises and Stock Vested During 2023

    | | OPTION AWARDS | | STOCK/EQUITY AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | | (a) | (b) | (c) | (d) | (e) | | Scott M. Brinker | — | — | 117,432 | 3,052,096 | | Peter A. Scott | — | — | 64,649 | 1,671,829 | | Thomas M. Klaritch | — | — | 44,370 | 1,220,641 | | Scott R. Bohn | — | — | 11,437 | 286,724 | | Ankit B. Patadia | — | — | 6,917 | 183,217 |

  115. Option Exercises and Stock Vested During 2023

    | (1) The dollar amount shown in column (e) above for stock awards is determined by multiplying the number of shares or profits interest units, as applicable, that vested by the per share closing price of Healthpeak common stock on the vesting date (or if not a trading day, the most recent trading day prior to the vesting date). LTIP awards granted to NEOs are subject to a one-year post-vesting holding period. In addition, Messrs. Brinker, Scott and Bohn vested in profits interest units that were not immediately convertible into shares of Healthpeak common stock at the time of vesting. |

  116. Option Exercises and Stock Vested During 2023

    | 64 | HEALTHPEAK PROPERTIES |

  117. Potential Payments Upon a Termination or Change in Control

    Potential Payments Upon a Termination or Change in Control The following section describes the benefits that may become payable to our NEOs in connection with a termination of their employment with Healthpeak and/or a change in control of Healthpeak. You should read this section in combination with “Description of Plan-Based Awards—Equity Incentive Awards” above, which describes the treatment of outstanding equity-based awards held by our NEOs upon a termination or change in control of Healthpeak.

  118. Pay Ratio

    Pay Ratio The following pay ratio and supporting information compares the annual total compensation of our President and CEO and the annual total compensation of our employees other than our President and CEO, as required by Section 953(b) of the Dodd-Frank Act. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2023, our last completed fiscal year:

  119. Pay Ratio

    | • | The annual total compensation of our median employee was $238,548; and | | • | The annual total compensation of our President and CEO, as reported in the Summary Compensation Table, was $7,692,510. | | • | Based on the foregoing, the estimated ratio of the annual total compensation of our President and CEO to the annual total compensation of our median employee was approximately 32:1. To determine the pay ratio, we took the steps outlined below. | | • | We determined that as of December 31, 2023, our employee population (excluding our President and CEO) consisted of 200 individuals, all of whom were located in the United States. This population consists of our full-time and temporary employees. We did not have any seasonal employees. We excluded independent contractors, as well as interns and employees who terminated employment prior to December 31, 2023. | | • | To identify the median employee, we computed each employee’s annual compensation consisting of annual base salary as well as all cash bonuses and the grant date value of equity awards granted during the year, as applicable. For these purposes, we annualized the base salary and cash bonuses of employees who did not work for us for the entire year, other than temporary employees. We did not make any cost of living adjustments. |

  120. Pay Ratio

    | 68 | HEALTHPEAK PROPERTIES |

  121. Pay Ratio

    | • | Once we identified our median employee, we calculated that employee’s annual total compensation for 2023 in accordance with the requirements of the SEC’s rules for calculating the “total” compensation of each of our NEOs for 2023 for purposes of the Summary Compensation Table above. With respect to our CEO, we used the amount reported as total compensation in the Summary Compensation Table. Any adjustments, estimates and assumptions used to calculate our CEO’s total annual compensation are described in the footnotes to the Summary Compensation Table. |

  122. Pay Ratio

    This pay ratio is an estimate calculated in a manner consistent with SEC rules based on the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions and make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  123. Pay-Versus-Performance Table

    | RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL TO COMPENSATION ACTUALLY PAID FOR CEO (MR. BRINKER) | FISCAL YEAR 2023 ($) | FISCAL YEAR 2022 ($) | FISCAL YEAR 2021 ($) | FISCAL YEAR 2020 ($) | | Summary Compensation Table Total | 7,692,510 | 5,557,084 | — | — | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (5,204,310) | (3,134,399) | — | — | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 2,997,838 | 2,541,379 | — | — | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (2,282,005) | (2,232,034) | — | — | | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | 402,297 | — | — | | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (960,951) | (445,419) | — | — | | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | | Dividends Paid on Outstanding and Unvested Stock Awards | 257,182 | 212,657 | — | — | | Compensation Actually Paid | 2,500,263 | 2,901,565 | — | — |

  124. Pay-Versus-Performance Table

    | RECONCILIATION OF AVERAGE SUMMARY COMPENSATION TABLE TOTAL TO AVERAGE COMPENSATION ACTUALLY PAID FOR NON-PEO NEOS | FISCAL YEAR 2023 ($) | FISCAL YEAR 2022 ($) | FISCAL YEAR 2021 ($) | FISCAL YEAR 2020 ($) | | Summary Compensation Table Total | 3,003,451 | 3,267,762 | 3,767,688 | 3,389,595 | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (1,387,525) | (1,535,477) | (1,718,594) | (1,849,445) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 822,314 | 1,087,331 | 2,004,500 | 1,509,955 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (671,242) | (368,699) | 1,104,314 | (640,251) | | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | 103,198 | 249,639 | 354,058 | | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (292,301) | (132,238) | 59,047 | (17,412) | | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | (516,184) | — | — | | Dividends Paid on Outstanding and Unvested Stock Awards | 75,053 | 53,557 | 112,856 | 158,509 | | Compensation Actually Paid | 1,549,751 | 1,959,250 | 5,579,450 | 2,905,009 |