DEF 14A of Healthpeak Properties, Inc., Mar 12, 2025

DEF 14A of Healthpeak Properties, Inc.

Filed Mar 12, 2025 · FY20240001308179-25-000098

Open on EDGAR

  1. Table of Contents

    | Frequently Accessed Information | | | Auditor Fees | 88 | | Beneficial Ownership Table | 80 | | Board and Committee Evaluations | 23 | | CEO Pay Ratio | 74 | | Compensation Discussion and Analysis | 45 | | Compensation Peer Group | 60 | | Corporate Governance Highlights | 25 | | Corporate Impact Highlights and Initiatives | 10, 30 | | Director Biographies | 14 | | Director Compensation | 37 | | Director Skills Matrix | 13 | | Pay-Versus-Performance Table | 74 | | Risk Oversight | 27 | | Stock Ownership Requirements | 37, 61 | | Summary Compensation Table | 63 |

  2. Our Director Nominees

    Our Director Nominees We believe the range and breadth of experience, perspectives, skills, and tenures of our director nominees create an appropriate balance on our Board.

  3. Our Director Nominees

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

  4. Our Director Nominees

    | Director Nominees | | Age | Director Since | | | | | | | Scott M. Brinker President and Chief Executive Officer, Healthpeak Properties, Inc. | 48 | 2022 | | | | | | | Katherine M. Sandstrom INDEPENDENT Chair of the Board, Healthpeak Properties, Inc.; Former Senior Managing Director, Heitman LLC | 56 | 2018 | | | | | | | John T. Thomas Vice Chair of the Board, Healthpeak Properties, Inc.; Former President and Chief Executive Officer, Physicians Realty Trust | 58 | 2024 | | | | | | | Brian G. Cartwright INDEPENDENT Former General Counsel, Securities and Exchange Commission | 77 | 2013 | | | | | | | James B. Connor INDEPENDENT Former Chairman and CEO, Duke Realty Corporation | 66 | 2023 | | | | | | | R. Kent Griffin, Jr. INDEPENDENT Managing Director, PHICAS Investors; Former President, BioMed Realty Trust, Inc. | 55 | 2018 | | | | | | | Pamela J. Kessler INDEPENDENT Co-Chief Executive Officer and Co-President, LTC Properties, Inc. | 59 | 2024 | | | | | | | Sara G. Lewis INDEPENDENT Founder and CEO, Lewis Corporate Advisors, LLC | 57 | 2019 | | | | | | | Ava E. Lias-Booker INDEPENDENT Partner, McGuireWoods LLP | 64 | 2024 | | | | | | | Governor Tommy G. Thompson INDEPENDENT Former U.S. Secretary of Health and Human Services | 83 | 2024 | | | | | | | Richard A. Weiss INDEPENDENT Former Partner, Foley & Lardner LLP | 78 | 2024 | | | | |

  5. Our Director Nominees

    | | Chair | | Member |

  6. Director Nominees

    Director Nominees

  7. Director Nominees

    | Scott M. Brinker President and Chief Executive Officer, Director Age: 48 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. • Member of the Executive Board of the National Association of Real Estate Investment Trusts (“Nareit”). | | | 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 Impact • Legal/Government/Regulatory • REIT/Real Estate • Healthcare Industry • Cybersecurity Oversight • Public Company Executive |

  8. Director Nominees

    | Katherine M. Sandstrom Independent Chair of the Board Age: 56 DIRECTOR SINCE: 2018 BOARD CHAIR SINCE: 2023 COMMITTEES: GOVERNANCE (CHAIR) OTHER CURRENT PUBLIC COMPANY BOARDS: • EastGroup Properties, Inc. (NYSE: EGP) • Toll Brothers, Inc. (NYSE: TOL) • 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 an 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 prior tenure as our Board Vice Chair and service on other REIT boards, 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 Impact • REIT/Real Estate |

  9. Director Nominees

    | John T. Thomas Vice Chair of the Board Age: 58 DIRECTOR SINCE: 2024 VICE CHAIR 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 healthcare 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 Impact • Legal/Government/Regulatory • REIT/Real Estate • Healthcare Industry • Cybersecurity Oversight • Public Company Executive |

  10. Director Nominees

    | Brian G. Cartwright Independent Director Age: 77 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 Impact • Legal/Government/Regulatory • Healthcare Industry |

  11. Director Nominees

    | James B. Connor Independent Director Age: 66 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 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 Impact • Legal/Government/Regulatory • REIT/Real Estate • Healthcare Industry • Cybersecurity Oversight • Public Company Executive |

  12. Director Nominees

    | R. Kent Griffin, Jr. Independent Director Age: 55 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. • 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 and Finance Committee (“Investment Committee”). • Risk Oversight/Management • Investment Expertise • Financial Expertise and/or Literacy • Human Capital Management • Public Company Board • Corporate Impact • Legal/Government/Regulatory • REIT/Real Estate • Healthcare Industry • Cybersecurity Oversight • Public Company Executive |

  13. Director Nominees

    | Pamela J. Kessler Independent Director Age: 59 DIRECTOR SINCE: 2024 COMMITTEES: AUDIT OTHER CURRENT PUBLIC COMPANY BOARDS: • None | PROFESSIONAL EXPERIENCE • Co-Chief Executive Officer and Co-President of LTC Properties, Inc. (NYSE: LTC) since December 2024 and May 2020, respectively. Executive Vice President, Chief Financial Officer, and Secretary from 2010 to 2024, Senior Vice President, Chief Financial Officer, and Secretary from 2007 to 2010, and 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, which are beneficial in her role as a member of the Audit Committee. • Risk Oversight/Management • Investment Expertise • Financial Expertise and/or Literacy • Human Capital Management • Public Company Board • Corporate Impact • Legal/Government/Regulatory • REIT/Real Estate • Healthcare Industry • Cybersecurity Oversight • Public Company Executive |

  14. Director Nominees

    | Sara G. Lewis Independent Director Age: 57 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 (from 2002 to 2009) and Managing Director, Finance and Capital Markets (from 2001 to 2002) of Washington Real Estate Investment Trust Company (formerly NYSE: WRE). • Vice President, Finance and Investor Relations of Corporate Office Properties Trust (NYSE: OFC) from 1999 to 2001. • Observing Board Member for the PwC USA LLP Board of Partners and Principals since 2024. • Board Leadership Fellow of the National Association of Corporate Directors since 2012; delegate for the Advisory Council for Risk Oversight; Directorship 100 recipient in 2017. • Senior Trustee of The Brookings Institution since 2024 and board member since 2016. Formerly 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 Committee of the U.S. Chamber of Commerce Center for Capital Markets Competitiveness since 2015, as well as a member of the ESG Committee. • Audit Committee Council member 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), as well as Everside Health (now Marathon Health), a private company. • Certified Public Accountant and Chartered Financial Analyst. | | | QUALIFICATIONS Ms. Lewis brings to our Board extensive boardroom experience and over 30 years of corporate finance and capital markets experience. For more than 20 years, she has served on several public company boards, including as chair of audit, compensation, and governance committees and presiding director. Ms. Lewis has been part of the executive teams of several public REITs, 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 Impact • Legal/Government/Regulatory • REIT/Real Estate • Healthcare Industry • Cybersecurity Oversight • Public Company Executive |

  15. Director Nominees

    | Ava E. Lias-Booker Independent Director Age: 64 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 human capital management issues, which complement her role as a member of the Governance Committee. 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 Impact • Legal/Government/Regulatory |

  16. Director Nominees

    | Governor Tommy G. Thompson Independent Director Age: 83 DIRECTOR SINCE: 2024 COMMITTEES: INVESTMENT (CHAIR) OTHER CURRENT PUBLIC COMPANY BOARDS: • TherapeuticsMD, Inc. (Nasdaq: TXMD) • United Therapeutics Corporation (Nasdaq: UTHR) | 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 and as a member of the Investment Committee 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 Impact • Legal/Government/Regulatory • REIT/Real Estate • Healthcare Industry |

  17. Director Nominees

    | Richard A. Weiss Independent Director Age: 78 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, which complement his role as a member of our Investment Committee. • Risk Oversight/Management • Investment Expertise • Financial Expertise and/or Literacy • Human Capital Management • Public Company Board • Corporate Impact • Legal/Government/Regulatory • REIT/Real Estate • Healthcare Industry • Cybersecurity Oversight |

  18. Director Compensation—2024

    Director Compensation—2024

  19. Annual Compensation

    | ANNUAL INDEPENDENT DIRECTOR COMPENSATION | ADDITIONAL ANNUAL CASH COMPENSATION Independent Chair: $140,000 | | | | Audit Committee • Chair – $35,000 • Member – $17,500 | Governance Committee • Chair – $20,000 • Member – $9,000 | | | Compensation Committee • Chair – $30,000 • Member – $10,000 | Investment Committee • Chair – $25,000 • Member – $7,500 |

  20. 2024 Director Compensation

    2024 Director Compensation The following table summarizes the compensation of the Independent Directors and Mr. Thomas, our non-executive employee and Board Vice Chair, for the fiscal year ended December 31, 2024.

  21. 2024 Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (g) | (h) | | Brian G. Cartwright | 108,500 | 180,000 | — | 288,500 | | James B. Connor | 114,000 | 180,000 | — | 294,000 | | Christine N. Garvey | 72,742 | — | — | 72,742 | | R. Kent Griffin, Jr. | 133,500 | 180,000 | — | 313,500 | | David B. Henry | 85,125 | — | — | 85,125 | | Pamela J. Kessler | 57,335 | 180,000 | — | 237,335 | | Sara G. Lewis | 130,000 | 180,000 | — | 310,000 | | Ava E. Lias-Booker | 53,646 | 180,000 | — | 233,646 | | Katherine M. Sandstrom | 252,500 | 180,000 | — | 432,500 | | John T. Thomas(3) | — | 400,000 | 7,469,808 | 7,869,808 | | Governor Tommy G. Thompson | 60,591 | 180,000 | — | 240,591 | | Richard A. Weiss | 52,994 | 180,000 | — | 232,994 |

  22. 2024 Director Compensation

    | (1) Messrs. Thomas and Weiss, Governor Thompson and Mses. Kessler and Lias-Booker were appointed as directors on March 1, 2024. Ms. Garvey and Mr. Henry retired as directors on April 25, 2024. Accordingly, their cash fees are prorated. | | (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 15—Compensation Plans to the Consolidated Financial Statements included in our Annual Report. As of December 31, 2024, each of our Independent Directors who were serving on the Board at that time held 9,575 unvested RSUs. As of December 31, 2024, Mr. Thomas held 21,763 unvested RSUs. | | (3) Mr. Thomas, as a current non-executive employee and a director, received no separate compensation for his service as a director in 2024. Reflects the following 2024 compensation that Mr. Thomas received as our non-executive employee: an RSU award with a grant date fair value of $400,000 granted on April 3, 2024 vesting on the first anniversary of the grant date; prorated base salary of $83,333; a 401(k) Plan matching contribution of $3,333; $250 for a reimbursement under Compt, our broad-based employee well-being program; and $7,382,891 in severance payments that we were required to pay to Mr. Thomas in connection with the merger with Physicians Realty Trust pursuant to the contractual obligation under the legacy Physicians Realty Trust change in control severance plan. In 2025, Mr. Thomas will receive compensation as our non-executive employee as follows: annual base salary of $100,000; employee RSU grant with a grant date fair value of $400,000; and he is eligible to participate in our broad-based employee benefits that are offered to all employees, but he is not eligible to receive severance benefits. Mr. Thomas will not receive separate compensation for his service as a director in 2025. |

  23. Director Compensation Policies and Plans

    Director Compensation Policies and Plans

  24. 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 Company performance metrics to align compensation with strategic goals • Includes objective financial performance metrics of Normalized FFO per share, a common REIT performance measure, and for 2024, merger and internalization run-rate synergies (“Run-Rate Synergies”), an important metric to help investors measure the success of our merger with Physicians Realty Trust • Includes quantitative and qualitative corporate impact metrics • A portion of the annual cash incentive, or bonus, is based on individual performance to reward individual 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 RSUs or profits interest units) • Performance-based awards earned by achieving 3-year Company TSR performance relative to constituents in select indices comprised of REIT peers, as well as a 3-year Net Debt to Adjusted EBITDAre metric, aligning executive compensation with stockholders’ long-term interests, value creation, and balance sheet management • 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 | | 2024 Changes: Base salaries remained flat from 2023 | 2024 Changes: Target-level bonus opportunities remained flat from 2023; replaced Net Debt to Adjusted EBITDAre with a Run-Rate Synergies performance metric | 2024 Changes: Target-level opportunities remained flat from 2023; updated peer company indices used to measure relative TSR to more closely align with our business and added a Net Debt to Adjusted EBITDAre performance metric |

  25. 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 to relative TSR (40%) and Net Debt to Adjusted EBITDAre (20%), with 1-year post-vesting holding period Promote retention with 40% of LTIP subject to 3-year vesting and minimum one-year Normalized FFO per share performance hurdle, with 1-year post-vesting holding period 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 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 buyout of stock options (no outstanding stock options as of March 2025) No equity plan evergreen provisions No equity awards with less than 1-year total vesting period |

  26. Base Salary

    Base Salary 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, no changes were made to the annual base salary levels for the NEOs from 2023.

  27. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation

  28. 2024 Short-Term Incentive Plan Structure

    2024 Short-Term Incentive Plan Structure Our NEOs are eligible to receive annual cash bonuses under the 2024 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 weightings for the 2024 STIP, the Compensation Committee also reviewed the Company’s strategic focus on portfolio quality, growth through the merger with Physicians Realty Trust, and the importance of corporate impact performance 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 replace the Net Debt to Adjusted EBITDAre performance metric from the prior year’s STIP with a one-year Run-Rate Synergies performance metric as a measurement of realizing important merger-related benefits, and move the Net Debt to Adjusted EBITDAre performance metric to the LTIP to underscore the importance of balance sheet management during the performance period. Following a review of peer company practices, the Committee determined to add an “Outperformance” payout level (200%) for the financial metrics, consistent with the majority of annual incentive programs for executive officers at our peer companies. The Committee approved the following 2024 STIP annual metrics and weightings.

  29. 2024 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. • The pre-established target-level performance hurdle for Normalized FFO per share was set at the mid-point of our initial public guidance and business outlook for 2024. | | | 20% Run-Rate Synergies | • Run-Rate Synergies effectively measure our achievement of cost savings in connection with the merger with Physicians Realty Trust and property management internalization. • Includes categories such as compensation, overhead, internalization of property management in select markets, financing costs, and systems. • The pre-established target-level performance hurdle for Run-Rate Synergies was established based on our initial public guidance and business outlook for 2024. | | | 15% Corporate Impact Performance | • Corporate impact is important to our Company’s long-term strategy and success. • Measures the Company’s performance on various quantitative and qualitative corporate impact initiatives set forth in a corporate impact performance scorecard. • The pre-established performance factors for corporate impact performance, as further described below, were set in relation to internal strategic goals and key performance indicators, and taking external stockholder feedback into account. | | | 30% Individual Performance | • Assesses 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. |

  30. 2024 STIP Award Opportunities

    2024 STIP Award Opportunities The Compensation Committee approved NEO 2024 STIP award opportunities in February 2024, 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, no changes were made to the target-level STIP award opportunities for the NEOs from 2023. With respect to each of the performance metrics under the 2024 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. In 2024, based on a review of peer practices and in consultation with Ferguson Partners Consulting, the Compensation Committee added an outperformance achievement level of 200% for the financial metrics (Normalized FFO per share and Run-Rate Synergies), noting that attainment of the 200% payout level would require an additional degree of performance rigor beyond what is expected for a high payout of 150%. Payout amounts between 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 2024 STIP NEO award opportunities.

  31. 2024 STIP Award Opportunities

    | | 2024 STIP Award Opportunity | | | | | Name | Threshold (50%) | Target (100%) | High (150%) | Outperformance (200%)(1) | | Scott M. Brinker | $575,000 | $1,150,000 | $1,725,000 | $2,041,250 | | Peter A. Scott | $500,000 | $1,000,000 | $1,500,000 | $1,775,000 | | Thomas M. Klaritch | $450,000 | $900,000 | $1,350,000 | $1,597,500 | | Scott R. Bohn | $250,000 | $500,000 | $750,000 | $887,500 | | Adam G. Mabry | $250,000 | $500,000 | $750,000 | $887,500 |

  32. 2024 STIP Award Opportunities

    | (1) Reflects 200% payout level for financial metrics only. |

  33. 2024 STIP Performance and Results

    2024 STIP Performance and Results

  34. 2024 STIP Performance and Results

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

  35. STRONG OPERATIONAL PERFORMANCE

    | Relative Weighting | 2024 STIP Performance Metric | Threshold (50%) | Target (100%) | High (150%) | Outperformance (200%) | Outcome (Payout %) | | | Normalized FFO Per Share | | | | | $1.81 (183.3%) | | | Run-Rate Synergies | | | | | $53.6M (200%) |

  36. COMMITMENT TO SUSTAINABILITY, PEOPLE-FIRST CULTURE, AND LEADING GOVERNANCE PRACTICES

    | Relative Weighting | 2024 STIP Performance Metric | Threshold (50%) | Target (100%) | High (150%) | Outcome (Payout %) | | | Corporate Impact | | | | 19 points (150%) |

  37. INDIVIDUAL PERFORMANCE REFLECTS LEADERSHIP AND ACHIEVEMENT

    | 4 | Overall 2024 STIP Results |

  38. INDIVIDUAL PERFORMANCE REFLECTS LEADERSHIP AND ACHIEVEMENT

    | Name | 2024 STIP Opportunity (at Target) | (55%) Actual Financial Performance | (15%) Actual Corporate Impact Performance | (30%) Actual Individual Performance | Overall Weighted Payout(1) | Total Award | | Scott M. Brinker | $1,150,000 | $1,197,783 | $258,750 | $517,500 | 171.7% | $1,974,033 | | Peter A. Scott | $1,000,000 | $1,041,550 | $225,000 | $435,000 | 170.2% | $1,701,550 | | Thomas M. Klaritch | $900,000 | $937,395 | $202,500 | $378,000 | 168.7% | $1,517,895 | | Scott R. Bohn | $500,000 | $520,775 | $112,500 | $225,000 | 171.7% | $858,275 | | Adam G. Mabry | $500,000 | $520,775 | $112,500 | $225,000 | 171.7% | $858,275 |

  39. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation All 2024 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.

  40. 2024 Long-Term Incentive Plan

    2024 Long-Term Incentive Plan Our NEOs received long-term equity incentive, or LTIP, awards under the 2024 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. LTIP awards are subject to a 1-year post-vesting holding period (other than the settlement of shares in connection with applicable tax withholding). Executives could elect to receive LTIP 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).

  41. 3-Year Performance-Based Awards (60%)

    3-Year Performance-Based Awards (60%) 60% of the overall 2024 LTIP awards are subject to the achievement of performance metrics (relative TSR performance and Net Debt to Adjusted EBITDAre) over a 3-year forward looking period. Payout amounts between threshold and target, or target and high levels are interpolated (“Performance-Based Awards”). No value is paid for metrics with outcomes below the threshold achievement levels. Results will be determined following the performance period.

  42. 3-Year Relative TSR Performance (40%)

    3-Year Relative TSR Performance (40%)

  43. 3-Year Relative TSR Performance (40%)

    | • | A significant portion of the 2024 LTIP is subject to our relative TSR performance (calculated assuming dividend reinvestment) for the 3-year forward-looking performance period beginning on January 1, 2024 and ending December 31, 2026, measured against select healthcare peer REITs and the compensation peer companies listed on page 60. |

  44. 3-Year Relative TSR Performance (40%)

    | • | The Compensation Committee selected relative TSR performance, and these specific comparator companies, to allow stockholders to evaluate our stock performance compared to our peers and mitigate the impact of broad market trends that are not reflective of our actual performance. |

  45. 3-Year Relative TSR Performance (40%)

    | Performance Level | Absolute Mean TSR Performance Hurdles | Payout (% of Grant at Target) | | Threshold | 25% Below Peer Group Mean | 0% | | Target | At Peer Group Mean | 100% | | High | 25% or Higher Above Peer Group Mean | 200% |

  46. 3-Year Relative TSR Performance (40%)

    | (1) Includes the following companies, weighted based on asset mix comparability to our portfolio: Alexandria Real Estate Equities, Inc. (3x); Healthcare Realty Trust Incorporated (3x); Ventas, Inc. (2x); BXP, Inc. (1x); Kilroy Realty Corporation (1x); Welltower Inc. (1x); and Omega Healthcare Investors (1x). | | (2) Includes the compensation peer group companies used for purposes of determining 2024 compensation listed on page 60. | | (3) Net Debt to Adjusted EBITDAre is a non-GAAP financial measure. For the definition and reconciliation of Net Debt to Adjusted EBITDAre to the most directly comparable GAAP measure, see Appendix A. |

  47. 3-Year Net Debt to Adjusted EBITDAre Performance (20%)

    | • | A strong balance sheet over the long term is important for REITs to enable acquisition and investment opportunities. | | • | 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. |

  48. 3-Year Net Debt to Adjusted EBITDAre Performance (20%)

    | Performance Level | Net Debt to Adjusted EBITDAre Hurdles | Payout (% of Grant at Target) | | Threshold | 6.0x | 0% | | Target | 5.5x | 100% | | High | 5.0x | 200% |

  49. 2024 LTIP Award Opportunities

    2024 LTIP Award Opportunities

  50. Annual LTIP Awards

    Annual LTIP Awards As described under “2024 NEO Compensation,” the Compensation Committee, in consultation with Ferguson Partners Consulting, approved target-level 2024 LTIP opportunities for the NEOs in early 2024. 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, no changes were made to the target-level LTIP award opportunities for the NEOs from 2023. The table below reflects the 2024 LTIP award target-level values approved by the Compensation Committee.

  51. Annual LTIP Awards

    | Name(1) | Total Target-Level LTIP Opportunity ($)(1) | | Scott M. Brinker | 5,900,000 | | Peter A. Scott | 2,350,000 | | Thomas M. Klaritch | 1,750,000 | | Scott R. Bohn | 1,000,000 | | Adam G. Mabry | 900,000 |

  52. Annual LTIP Awards

    | (1) The amounts reflected in the Grants of Plan-Based Awards During 2024 table differ from the amounts above with respect to Retentive Awards due to rounding to the nearest whole share, and with respect to the Performance-Based 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. |

  53. 2022-2024 3-Year Performance-Based Award Results

    2022-2024 3-Year Performance-Based Award Results In 2022, we awarded the NEOs 3-year Performance-Based Awards that had a performance period ending on December 31, 2024. The following table summarizes the actual payouts awarded to the NEOs under those awards. Award payouts were capped at 200%. The peer group mean is calculated as (x) the sum of the average of the 3-year TSRs of the companies that constitute each peer group, divided by (y) the number of peers.

  54. 2022-2024 3-Year Performance-Based Award Results

    | 2022 LTIP Performance Metrics | Weighting | Threshold (50%) | Target (100%) | High (200%) | TSR Performance | Payout (%) | | Component 1 – Alexandria Real Estate Equities | 25% | 25% Below Mean | At the Mean | 25% or Higher Above Mean | 15.2% Above Mean | 161% | | Component 2 – Outpatient Medical REITs (Healthcare Realty, Healthcare Trust of America, and Physicians Realty)(1) | 25% | 25% Below Mean | At the Mean | 25% or Higher Above Mean | 6.0% Below Mean | 76% | | Component 3 – Diversified Healthcare REITs (Welltower and Ventas) | 16.67% | 25% Below Mean | At the Mean | 25% or Higher Above Mean | 74.6% Below Mean | 0% | | Component 4 – S&P 500 REIT Index | 16.67% | 25th Percentile | 50th Percentile | 80th Percentile | 0th Percentile | 0% | | Component 5 – FTSE Nareit Equity Office Index | 16.66% | 25th Percentile | 50th Percentile | 80th Percentile | 35th Percentile | 71% | | | | | | Blended Overall Payout | | 71% |

  55. PERFORMANCE-BASED AWARD STATUS AS OF DECEMBER 31, 2024

    | Performance Period | 2022 | 2023 | 2024 | Status | | 2022 to 2024 | 100% Complete | | | Below Target Payout (71% Blended Overall Payout) | | 2023 to 2025 | | 67% Complete | | Tracking Below Target (Overall)(1) | | 2024 to 2026 | | | 33% Complete | Tracking Above Target (Overall)(1) |

  56. PERFORMANCE-BASED AWARD STATUS AS OF DECEMBER 31, 2024

    | (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, 2024, the Company’s relative TSR (as applicable for 2023 and 2024) and Net Debt to Adjusted EBITDAre performance (as applicable for 2024) considered for purposes of the award would have resulted in a below-target level payout overall for the 2023 Performance-Based Awards and an above-target level payout overall for the 2024 Performance-Based Awards based on the respective performance metrics. We make no prediction as to the future performance of these metrics or our stock. The total amount realized with respect to the outstanding 2023 and 2024 Performance-Based Awards will be determined following the 3-year performance periods ending December 31, 2025, and 2026, respectively. |

  57. 2025 Target-Level Compensation Opportunities

    | • | The base salaries, target-level STIP opportunities, and target-level LTIP opportunities for Messrs. Brinker, Bohn, and Mabry were increased to better align their compensation with that of similarly situated executives of our peer companies. |

  58. 2025 STIP

    2025 STIP

  59. 2025 STIP

    | • | The performance metrics and weightings are consistent with the 2024 STIP, except that the Run-Rate Synergies performance metric was replaced with a Net Debt to Adjusted EBITDAre performance metric (weighted at 15%), noting the Run-Rate Synergies metric was less meaningful in 2025 following our successful integration efforts in connection with the Physicians Realty Trust merger and property management internalization. | | • | The weighting of the Normalized FFO per share performance metric was increased from 35% to 55%, and the weightings of the Corporate Impact and individual performance metrics were reduced to 10% and 20%, respectively. |

  60. 2025 LTIP

    2025 LTIP

  61. 2025 LTIP

    | • | The Net Debt to Adjusted EBITDAre performance metric was removed from the LTIP and added back to the STIP. |

  62. 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 2024, 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 2024 and assisted the Committee with obtaining and evaluating current executive compensation data for these companies. The Committee made its 2024 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 2024, Ferguson Partners Consulting did not perform work for Healthpeak other than pursuant to its engagement by the Committee. 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. |

  63. Compensation Policies and Practices

    | Executive Perquisites | We offer limited perquisites to our executives as retention benefits. The Compensation Committee selects perquisites based on a review of peer practices and the input of its independent compensation consultant. In 2024, the Committee approved offering reimbursements for executive medical examinations to allow executives to prioritize health and well-being through a comprehensive examination. The Committee also approved providing reimbursements for tax and financial planning services to assist executives in managing the complexities of their compensation (such as equity awards in the form of profits interest units in our operating partnership), which requires more sophisticated financial and tax planning. Executives are also allowed to participate in our broad-based compensation and well-being plans, including Get Fit (a fitness stipend) and Compt (a wellness stipend), which are available to all employees. By offering these modest perquisites, we allow our executives more time to devote their attention to our strategic and business objectives. | | Management Succession Planning | Our Board is responsible for attracting, retaining, and incentivizing a high-performing management team. With the assistance of the Compensation Committee, our 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 emerging leaders are given exposure and visibility to Board members through formal presentations at Board and committee meetings, as well as through informal events. | | Compensation Peer Group | In developing our 2024 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 2024 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 2023, no changes were made to the peer companies other than to replace Vornado Realty Trust with Healthcare Realty Trust Incorporated to better align with peers based on business focus. For 2025, Medical Properties Trust, Inc. was removed as a peer and W.P. Carey, Inc. was added to better align with peers based on market capitalization and revenue. The companies in our 2024 executive compensation peer group were as follows: • Alexandria Real Estate Equities, Inc. • AvalonBay Communities, Inc. • BXP, Inc. • Equity Residential • Healthcare Realty Trust Inc. • Host Hotels & Resorts, Inc. • Kimco Realty Corporation • Medical Properties Trust, Inc. • Omega Healthcare Investors, Inc. • Realty Income Corporation • Regency Centers Corporation • UDR, Inc. • Ventas, Inc. • Welltower Inc. | | Peer Company Comparison | The 2024 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, 2024* (in billions) * Source: KeyBanc for Enterprise Value; S&P Global for Market Capitalization. |

  64. Compensation Policies and Practices

    | Compensation Assessment | In early 2024, 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 2024 (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 judgement. 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. | | | 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. | | | | EXECUTIVE | STOCK OWNERSHIP AS MULTIPLE OF BASE SALARY | | | CEO | 10x | | | Other NEOs | 6x | | | Executive Officers (Non-NEOs) | 3x | | | Compliance with the ownership guidelines is tested annually on May 15. As of the annual testing date of May 15, 2024, 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 our 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. | |

  65. Compensation Policies and Practices

    | 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 our and our 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. |

  66. Summary Compensation Table—2024

    Summary Compensation Table—2024 The Summary Compensation Table below quantifies the different forms of compensation earned by or awarded to our NEOs for 2024, 2023 and 2022, in the manner and format required under applicable SEC rules.

  67. Summary Compensation Table—2024

    | Name and Principal Position(s) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqual. Deferred Comp. Earnings ($) | All Other Compensation ($)(3) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Scott M. Brinker President and Chief Executive Officer | 2024 | 750,000 | — | 5,714,406 | — | 1,974,033 | — | 27,443 | 8,465,882 | | | 2023 | 750,000 | — | 5,204,310 | — | 1,725,000 | — | 13,200 | 7,692,510 | | | 2022 | 750,000 | — | 3,134,399 | — | 1,660,485 | — | 12,200 | 5,557,084 | | Peter A. Scott Chief Financial Officer | 2024 | 650,000 | — | 2,276,095 | — | 1,701,550 | — | 27,911 | 4,655,556 | | | 2023 | 650,000 | — | 2,072,983 | — | 1,485,000 | — | 13,200 | 4,221,183 | | | 2022 | 650,000 | — | 2,001,834 | — | 1,443,900 | — | 12,200 | 4,107,934 | | Thomas M. Klaritch Chief Operating Officer | 2024 | 600,000 | — | 1,694,994 | — | 1,517,895 | — | 24,893 | 3,837,782 | | | 2023 | 600,000 | — | 1,543,731 | — | 1,336,500 | — | 13,200 | 3,493,431 | | | 2022 | 600,000 | — | 1,580,387 | — | 1,299,510 | — | 12,200 | 3,492,097 | | Scott R. Bohn Chief Development Officer and Head of Lab | 2024 | 525,000 | — | 968,616 | — | 858,275 | — | 21,721 | 2,373,612 | | | 2023 | 525,000 | — | 882,148 | — | 720,000 | — | 13,200 | 2,140,348 | | | 2022 | 461,875 | — | 1,447,966 | — | 639,481 | — | 12,200 | 2,561,522 | | Adam G. Mabry Chief Investment Officer | 2024 | 500,000 | — | 871,751 | — | 858,275 | — | 22,548 | 2,252,574 | | | 2023 | 500,000 | — | 793,913 | — | 742,500 | — | 13,200 | 2,049,613 | | | 2022 | 469,500 | 361,731 | 1,330,150 | — | 172,157 | — | 12,200 | 2,345,738 |

  68. Summary Compensation Table—2024

    | (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 2024, see the Grants of Plan-Based Awards During 2024 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 15—Compensation Plans to Healthpeak’s Consolidated Financial Statements, included in our Annual Report. As to Performance-Based 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 2024, 2023 and 2022 included: the closing price of a share of Healthpeak common stock on the grant date of $17.16, $26.05 and $32.17, respectively; expected share price volatility assumption of 26.0%, 33.0% and 38.9%, respectively; and a risk-free annual interest rate assumption of 4.52%, 4.38% and 1.8%, respectively. Under the terms of the Performance-Based Awards, between 0% and 200% of target of the underlying performance-based restricted stock units (or the corresponding number of profits interest units, 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: |

  69. Summary Compensation Table—2024

    | | 2024 ($) | | 2023 ($) | | 2022 ($) | | | 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 | 3,548,277 | 7,080,044 | 3,145,946 | 7,080,077 | 1,944,335 | 3,570,162 | | Peter A. Scott | 1,413,310 | 2,820,040 | 1,253,086 | 2,820,121 | 1,241,818 | 2,280,210 | | Thomas M. Klaritch | 1,052,489 | 2,100,075 | 933,153 | 2,100,099 | 980,384 | 1,800,169 | | Scott R. Bohn | 601,436 | 1,200,067 | 533,237 | 1,200,071 | 277,832 | 510,152 | | Adam G. Mabry | 541,284 | 1,080,050 | 479,900 | 1,080,033 | — | — |

  70. Summary Compensation Table—2024

    | (2) As described under “—2024 NEO Compensation—Annual Cash Incentive Compensation” in our CD&A, each of our current NEOs received an annual cash incentive award for 2024 under the 2024 STIP, which, in each case, is reported in column (g) | | (3) The 2024 amounts reported in column (i) reflect the amounts set forth in the table below. See “Compensation Policies and Practices — Executive Perquisites” in our CD&A for a description of perquisites and other benefits made available to NEOs. |

  71. Summary Compensation Table—2024

    | Name | 401(k) Matching Contribution ($) | Broad-Based Employee Fitness Program (Get Fit) ($) | Broad-Based Employee Wellness Program (Compt) ($) | Executive Medical Examination ($) | Executive Financial Planning Services ($) | Total ($) | | Scott M. Brinker | 13,800 | — | 500 | 4,200 | 8,943 | 27,443 | | Peter A. Scott | 13,800 | 300 | 750 | 4,995 | 8,066 | 27,911 | | Thomas M. Klaritch | 13,800 | — | 500 | 2,220 | 8,373 | 24,893 | | Scott R. Bohn | 13,800 | — | 250 | — | 7,671 | 21,721 | | Adam G. Mabry | 13,800 | 300 | 250 | — | 8,198 | 22,548 |

  72. Grants of Plan-Based Awards During 2024

    Grants of Plan-Based Awards During 2024 The following table presents information regarding the incentive awards granted to our NEOs during 2024, in the manner and format required under applicable SEC rules.

  73. Grants of Plan-Based Awards During 2024

    | | | | | | | | | | All Other Awards | | | | | | | Estimated Future Payments Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payments Under Equity Incentive Plan Awards(1) | | | Stock Awards: Number of Shares of Stock or Units (#) | Option Awards: Number of Securities Underlying Options (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | (a) | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Scott M. Brinker | Annual Incentive | — | 575,000 | 1,150,000 | 2,041,250 | — | — | — | — | — | — | | | Retentive | 02/16/2024 | — | — | — | — | — | — | 137,532 | — | 2,166,129 | | | Perf.-Based | 02/16/2024 | — | — | — | 103,148 | 206,295 | 412,590 | — | — | 3,548,277 | | Peter A. Scott | Annual Incentive | — | 500,000 | 1,000,000 | 1,775,000 | — | — | — | — | — | — | | | Retentive | 02/16/2024 | — | — | — | — | — | — | 54,780 | — | 862,785 | | | Perf.-Based | 02/16/2024 | — | — | — | 41,085 | 82,169 | 164,338 | — | — | 1,413,310 | | Thomas M. Klaritch | Annual Incentive | — | 450,000 | 900,00 | 1,597,500 | — | — | — | — | — | — | | | Retentive | 02/16/2024 | — | — | — | — | — | — | 40,794 | — | 642,506 | | | Perf.-Based | 02/16/2024 | — | — | — | 30,596 | 61,191 | 122,382 | — | — | 1,052,489 | | Scott R. Bohn | Annual Incentive | — | 250,000 | 500,000 | 887,500 | — | — | — | — | — | — | | | Retentive | 02/16/2024 | — | — | — | — | — | — | 23,313 | — | 367,180 | | | Perf.-Based | 02/16/2024 | — | — | — | 17,484 | 34,967 | 69,934 | — | — | 601,436 | | Adam G. Mabry | Annual Incentive | — | 250,000 | 500,000 | 887,500 | — | — | — | — | — | — | | | Retentive | 02/16/2024 | — | — | — | — | — | — | 20,982 | — | 330,467 | | | Perf.-Based | 02/16/2024 | — | — | — | 15,735 | 31,470 | 62,940 | — | — | 541,284 |

  74. Grants of Plan-Based Awards During 2024

    | (1) See the “Compensation Discussion and Analysis” for a description of each type of award. Performance-Based Awards do not reflect distributions in the form of additional profits interest units that are subject to forfeiture and ultimately vest at the end of the performance period based on actual performance, which are as follows: Mr. Brinker, 103,148; Mr. Scott, 41,085; Mr. Klaritch, 30,596; Mr. Bohn, 17,484; and Mr. Mabry, 15,735. | | (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. See the discussion of stock awards contained in Note 15—Compensation Plans to Healthpeak’s Consolidated Financial Statements, included in our Annual Report, and footnote (1) to the Summary Compensation Table above. |

  75. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 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, 2024.

  76. Outstanding Equity Awards at December 31, 2024

    | | | Option Awards | | | | Stock Awards | | | | | Name | Award Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Options 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 Earned Shares, Units or Other Rights That Have Not Vested ($)(1) | | (a) | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (I) | | Scott M. Brinker | 02/16/2024 | — | — | — | — | 137,532(2) | 2,787,774 | — | — | | | 02/16/2024 | — | — | — | — | — | — | 412,590(3) | 8,363,199 | | | 02/15/2023 | — | — | — | — | 60,398(4) | 1,224,267 | — | — | | | 02/15/2023 | — | — | — | — | — | — | 135,894(5) | 2,754,571 | | | 02/10/2022 | — | — | — | — | 12,331(6) | 249,949 | — | — | | | 02/10/2022 | — | — | — | — | — | — | 39,398(7) | 798,597 | | Peter A. Scott | 02/16/2024 | — | — | — | — | 54,780(2) | 1,110,391 | — | — | | | 02/16/2024 | — | — | — | — | — | — | 164,338(3) | 3,331,131 | | | 02/15/2023 | — | — | — | — | 24,058(4) | 487,656 | — | — | | | 02/15/2023 | — | — | — | — | — | — | 54,129(5) | 1,097,195 | | | 02/10/2022 | — | — | — | — | 7,875(8) | 159,626 | — | — | | | 02/10/2022 | — | — | — | — | — | — | 25,163(7) | 510,054 | | Thomas M. Klaritch | 02/16/2024 | — | — | — | — | 40,794(2) | 826,894 | — | — | | | 02/16/2024 | — | — | — | — | — | — | 122,382(3) | 2,480,683 | | | 02/15/2023 | — | — | — | — | 17,916(4) | 363,157 | — | — | | | 02/15/2023 | — | — | — | — | — | — | 40,309(5) | 817,063 | | | 02/10/2022 | — | — | — | — | 6,217(8) | 126,019 | — | — | | | 02/10/2022 | — | — | — | — | — | — | 19,866(7) | 402,684 | | Scott R. Bohn | 02/16/2024 | — | — | — | — | 23,313(2) | 472,555 | — | — | | | 02/16/2024 | — | — | — | — | — | — | 69,934(3) | 1,417,562 | | | 02/15/2023 | — | — | — | — | 10,238(4) | 207,524 | — | — | | | 02/15/2023 | — | — | — | — | — | — | 23,034(5) | 466,899 | | | 10/26/2022 | — | — | — | — | 3,624(9) | 73,458 | — | — | | | 04/28/2022 | — | — | — | — | 17,524(10) | 355,211 | — | — | | | 02/10/2022 | — | — | — | — | 1,762(8) | 35,716 | — | — | | | 02/10/2022 | — | — | — | — | — | — | 5,630(7) | 114,120 | | Adam G. Mabry | 02/16/2024 | — | — | — | — | 20,982(2) | 425,305 | — | — | | | 02/16/2024 | — | — | — | — | — | — | 62,940(3) | 1,275,794 | | | 02/15/2023 | — | — | — | — | 9,214(4) | 186,768 | — | — | | | 02/15/2023 | — | — | — | — | — | — | 20,730(5) | 420,197 | | | 10/26/2022 | — | — | — | — | 3,624(11) | 73,458 | — | — | | | 10/26/2022 | — | — | — | — | 26,088(12) | 528,804 | — | — | | | 02/10/2022 | — | — | — | — | 3,420(8) | 69,323 | — | — |

  77. Outstanding Equity Awards at December 31, 2024

    | (1) The number of shares or units reported in column (f) reflect time-vested Retentive Awards, while the number of shares or units reported in column (h) reflect performance Performance-Based 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, 2024. For awards granted in 2022, reflects the actual payout level for such Performance-Based Awards determined after the end of the 2024 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 $20.27 (the closing price of our common stock on the last trading day of 2024). | | (2) The unvested portions of this award are scheduled to vest in three equal installments on February 16, 2025, 2026 and 2027. | | (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, 2026. The number of shares reported is based on the achievement at the high payout level, based on performance tracking between the target and high payout levels as of December 31, 2024. | | (4) The unvested portion of this award is scheduled to vest on February 15, 2026. | | (5) 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, 2024. | | (6) This award vested on February 10, 2025. | | (7) This award was originally granted to the NEO on February 10, 2022 and was cancelled and replaced with profits interest units (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, 2024. 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 10, 2022 and was converted into a Replacement Award on February 15, 2023. The award vested on February 10, 2025. | | (9) 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 portion of this award is scheduled to vest on April 28, 2025. | | (10) 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 equal installments on April 28, 2025, 2026, 2027 and 2028. | | (11) 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 portion of this award is scheduled to vest on October 26, 2025. | | (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 equal installments on October 26, 2025, 2026, 2027 and 2028. |

  78. Option Exercises and Stock Vested During 2024

    Option Exercises and Stock Vested During 2024 The following table presents information regarding the exercise of stock options by NEOs during 2024 and the vesting of other equity awards during 2024

  79. Option Exercises and Stock Vested During 2024

    | | Option Awards | | Stock/equity Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Numbers of Shares Acquired on Vesting (#) | Value Realized On Vesting ($)(1) | | (a) | (b) | (c) | (d) | (e) | | Scott M. Brinker | — | — | 106,233 | 1,816,033 | | Peter A. Scott | — | — | 30,939 | 531,231 | | Thomas M. Klaritch | — | — | 25,521 | 439,049 | | Scott R. Bohn | — | — | 19,284 | 343,778 | | Adam G. Mabry | — | — | 21,002 | 412,107 |

  80. Option Exercises and Stock Vested During 2024

    | (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, each NEO vested in profits interest units that were not immediately convertible into shares of Healthpeak common stock at the time of vesting. |

  81. 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.

  82. 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 2024, our last completed fiscal year:

  83. Pay Ratio

    | • | The annual total compensation of our median employee was $128,353; and | | • | The annual total compensation of our President and CEO, as reported in the Summary Compensation Table, was $8,465,882. | | • | 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 66:1. To determine the pay ratio, we took the steps outlined below. | | • | We determined that as of December 31, 2024, our employee population (excluding our President and CEO) consisted of 390 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, temporary employees, and employees who terminated employment prior to December 31, 2024. | | • | 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. | | • | Once we identified our median employee, we calculated that employee’s annual total compensation for 2024 in accordance with the requirements of the SEC’s rules for calculating the “total” compensation of each of our NEOs for 2024 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. |

  84. 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.

  85. Pay-Versus-Performance Table

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for CEO (Mr. Brinker) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | Fiscal Year 2020 ($) | | Summary Compensation Table Total | 8,465,882 | 7,692,510 | 5,557,084 | — | — | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (5,714,406) | (5,204,310) | (3,134,399) | — | — | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 6,903,188 | 2,997,838 | 2,541,379 | — | — | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 290,155 | (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 | (29,362) | (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 | 337,624 | 257,182 | 212,657 | — | — | | Compensation Actually Paid | 10,253,081 | 2,500,263 | 2,901,565 | — | — |

  86. Pay-Versus-Performance Table

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Former CEO (Mr. Herzog) | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | Fiscal Year 2020 ($) | | Summary Compensation Table Total | — | — | 24,308,605 | 11,713,883 | 11,374,615 | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | — | — | (7,374,832) | (7,102,283) | (8,028,215) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | — | — | 5,979,535 | 8,283,835 | 6,554,530 | | Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | — | — | (3,306,057) | 3,328,563 | (1,534,844) | | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | 685,203 | 751,962 | 1,068,838 | | 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 | — | — | (611,707) | 224,226 | 450,019 | | 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 | — | — | 230,553 | 197,171 | 221,862 | | Compensation Actually Paid | — | — | 19,911,300 | 17,397,357 | 10,106,805 |

  87. Pay-Versus-Performance Table

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2024 ($) | Fiscal Year 2023 ($) | Fiscal Year 2022 ($) | Fiscal Year 2021 ($) | Fiscal Year 2020 ($) | | Summary Compensation Table Total | 3,279,881 | 3,003,451 | 3,267,762 | 3,767,688 | 3,389,595 | | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | (1,452,864) | (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 | 1,755,106 | 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 | 112,401 | (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 | 6,808 | (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 | 103,636 | 75,053 | 53,557 | 112,856 | 158,509 | | Compensation Actually Paid | 3,804,968 | 1,549,751 | 1,959,250 | 5,579,450 | 2,905,009 |