Here's a clear, beginner-friendly breakdown of Healthcare Realty Trust's (HR) 2026 Proxy Statement (DEF 14A):

📋 What This Document Is

This is the Definitive Proxy Statement (DEF 14A) for Healthcare Realty Trust's 2026 Annual Meeting of Stockholders. It provides essential information for shareholders to vote on key company decisions. Think of it as the official "agenda packet" for the meeting.

• Meeting Date: Tuesday, May 19, 2026, at 10:00 a.m. local time.
• Location: Company HQ, 3310 West End Avenue, Suite 700, Nashville, TN 37203.
• Record Date: March 26, 2026 (Shareholders owning stock on this date can vote).
• Important Dates: Proxy materials distributed on or about April 7, 2026.
• Contact: For questions, contact Investor Relations at the address above or visit www.healthcarerealty.com.

🗳️ What Shareholders Are Voting On

The meeting will consider three main proposals:

1. Elect 6 Directors: Vote to elect Thomas N. Bohjalian, Peter A. Scott, David B. Henry, Constance B. Moore, Glenn J. Rufrano, and Donald C. Wood to the Board for one-year terms.
2. Ratify Auditors: Approve the appointment of Deloitte & Touche LLP as the independent accounting firm for 2026.
3. Approve Executive Compensation (Advisory): Vote on whether the compensation paid to the company's top executives is appropriate ("Say-on-Pay").

👉 Board Recommendation: The Board of Directors recommends shareholders vote FOR all three proposals.

👥 Who's Running the Show? (Board of Directors)

• Chair: Thomas N. Bohjalian (Independent Chair, Retired Head of US Real Estate at Cohen & Steers)
• CEO: Peter A. Scott (Appointed April 2025, former CFO of Healthpeak Properties)
• Board Size: 6 nominees standing for election (down from 7 as Jay P. Leupp retires at the meeting).
• Independence: All nominees except CEO Peter Scott are independent directors under NYSE rules.
• Key Skills: Board members bring deep expertise in REITs/Real Estate, Finance, Healthcare, Corporate Governance, and Risk Management. See the core skills matrix on pages 3-4.

💼 Executive Compensation Deep Dive

This is a major focus of the proxy. Here's how the top executives (Named Executive Officers - NEOs) were paid for 2025:

• Base Salary: Fixed cash pay.
  • CEO Scott: $750,000 (annualized)
  • Other NEOs (CFO, CIO, COO, GC): Range $450,000 - $500,000
• Cash Incentive Awards: Annual bonus tied to specific goals. Metrics for 2025:
  • FFO per Share Growth (35% weight): Target $1.59, Achieved $1.61 (130% payout)
  • Same-Store NOI Growth (30% weight): Target 3.55%, Achieved 4.8% (150% payout)
  • ESG Goals (5% weight): Achieved 200% payout (High scores in GRESB, green certifications).
  • Individual Performance (30% weight): Varied by executive based on goals.
• Equity Incentive Awards (Long-Term): Bulk of pay, focused on future performance.
  • Mix: 60% Performance-based (vests over 3 years based on goals), 40% Time-based Restricted Stock (vests over 3 years just for staying).
  • 2023 Performance Awards (3-year cycle): Currently tracking Below Target on key metrics like Relative TSR (vs peers) and Absolute TSR. Payout unlikely.
  • 2024 Performance Awards (3-year cycle): Tracking Below Target or At Target on key metrics. 67% complete.
  • 2025 Performance Awards (3-year cycle): Tracking At Target or Above Target on key metrics. 33% complete.
• Stock Ownership Guidelines: Executives must hold significant Company stock:
  • CEO: 5x base salary ($3.75M target)
  • Other NEOs: 3x base salary ($1.35M - $1.5M target)
  • All NEOs met these guidelines as of March 26, 2026.
• Clawback Policy: The Company can recoup incentive compensation if financial results are later restated.
• 2025 Total Compensation Highlights:
  • CEO Scott: $15.98 Million (Reflects $1.98M cash bonus, $12.6M equity grant)
  • Other NEOs: Range from $4.0M to $5.5 Million

🏢 What The Company Does (In Simple Terms)

Healthcare Realty Trust (HR) is a Real Estate Investment Trust (REIT). They own, operate, and develop medical outpatient buildings – think doctor's offices, clinics, and outpatient facilities attached to hospitals, but often in stand-alone buildings. They focus on properties essential to modern healthcare delivery.

⚖️ Governance & Oversight

• Leadership Structure: Separate Chair (Bohjalian) and CEO (Scott) roles. The Board believes this separation enhances oversight.
• Board Committees: Audit (Rufrano, Chair), Compensation & Human Capital (Henry, Chair), Nominating & Corporate Governance (Moore, Chair).
• Risk Oversight: The Board actively oversees major risks, including cybersecurity. The Audit Committee focuses on financial risks, while the Compensation Committee assesses compensation-related risks.
• ESG Commitment: Strong focus evidenced by detailed reporting, high GRESB scores (76, "Green Star"), "A" public disclosure rating, ISS "Prime" status, and 69 green building certifications (11.8% of portfolio).
• Stockholder Engagement: The Board and Management actively seek and consider shareholder feedback.

🔮 What's Next?

1. Shareholders vote at the May 19, 2026, Annual Meeting.
2. Newly elected Directors will serve until the 2027 meeting.
3. Management, led by CEO Peter Scott (appointed April 2025), will continue executing the company's strategy focused on healthcare real estate.
4. Performance-based equity awards granted in 2024 and 2025 will vest based on results over the next 1-2 years.

⚖️ Big Picture: Strengths (👍) and Risks (⚠️)

• 👍 Strengths:
  • Specialized Focus: Pure-play on essential medical outpatient buildings, a growing sector.
  • Experienced Board: Deep REIT, finance, and governance expertise among directors.
  • Strong ESG Profile: High third-party ratings and certifications demonstrate commitment.
  • Aligned Compensation: Significant portion of executive pay tied to long-term performance and stock ownership.
• ⚠️ Risks:
  • Interest Rate Sensitivity: As a REIT, higher rates can impact borrowing costs and property valuations.
  • Healthcare Sector Dynamics: Changes in healthcare policy, reimbursement, or tenant financial health could impact occupancy/rents.
  • Performance-Based Pay Uncertainty: Recent (2023) performance awards are tracking poorly, highlighting the risk that long-term incentives may not pay out if targets aren't met.
  • Integration/Strategy Execution: New CEO (Scott) is implementing strategy; execution risk exists.

🧠 The Analogy

Think of Healthcare Realty like a specialized landlord for doctor's offices and clinics. This proxy is like their annual shareholder meeting handbook. It tells you who they want on their "property management board" (the Directors), who checks their "books" (the auditors), how they pay their "head property managers" (executives), and gives a snapshot of how well the "buildings" are doing (company performance and ESG).

🧩 Final Takeaway

This proxy shows Healthcare Realty Trust focused on steady governance under new CEO Peter Scott, with a board rich in REIT experience. Executive pay is heavily weighted towards long-term performance goals (which are currently mixed) and strong stock ownership, aiming to align management with shareholders. The company's dedicated healthcare real estate niche and strong ESG reporting are key features. Shareholders are asked to endorse the board, auditors, and compensation philosophy.