Brian G. Cartwright
About Brian G. Cartwright
Independent director of Healthpeak Properties, Inc. (NYSE: DOC); age 77; director since 2013. Former General Counsel of the U.S. Securities and Exchange Commission with extensive legal, regulatory, and governance experience; previously partner and senior leader at Latham & Watkins LLP and law clerk to Justice Sandra Day O’Connor. Committee memberships: Compensation and Human Capital Committee; Nominating and Corporate Governance Committee. Independence affirmed by the Board under NYSE rules.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| U.S. Securities and Exchange Commission | General Counsel | 2006–2009 | Senior legal officer overseeing SEC regulatory and enforcement matters |
| Latham & Watkins LLP | Partner; senior management positions; Executive Committee member | 1988–2005 | Led governance and complex corporate matters |
| Latham & Watkins LLP | Senior Advisor | 2009–2011 | Post-SEC advisory role |
| U.S. Supreme Court | Law Clerk to Justice Sandra Day O’Connor | 1981–1982 | High-level judicial experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Patomak Global Partners, LLC | Senior Advisor (inactive) | Since 2012 | Regulatory consulting perspective |
| Pacific Legal Foundation | Chair, Board of Trustees; trustee | Chair since 2021; trustee since 2011 | Nonprofit governance leadership |
| Investment Technology Group (NYSE: ITG) | Director (former) | 2016–2019 | Prior public company board experience |
Board Governance
- Committee assignments and roles:
- Compensation and Human Capital Committee: Member; current committee chaired by Sara G. Lewis; 2024 meeting attendance 100% (4 meetings).
- Nominating and Corporate Governance Committee: Member; chaired by Katherine M. Sandstrom; 2024 meeting attendance 100% (4 meetings).
- Independence, attendance, engagement:
- Board affirmed independence for Mr. Cartwright under NYSE rules; only Brinker (CEO) and Thomas (Vice Chair) are non-independent.
- Board effectiveness underscored by engagement: 100% Board meeting attendance (4 meetings) and 100% committee attendance (18 meetings) in 2024; no director attended <75%.
- Time-commitment/overboarding controls: Directors limited to ≤4 other public boards (≤2 for sitting CEOs); all nominees comply.
- Executive sessions and leadership: Independent Chair structure; regular executive sessions to promote independent oversight.
Fixed Compensation
| Item | Program Detail | 2024 Value |
|---|---|---|
| Annual Independent Director Cash Retainer | Standard cash retainer | $85,000 |
| Committee Chair Fees | Audit $35,000; Compensation $30,000; Governance $20,000; Investment $25,000 | As applicable |
| Committee Member Fees | Audit $17,500; Compensation $10,000; Governance $9,000; Investment $7,500 | As applicable |
| Meeting Fees | $1,500 per meeting beyond 10 per year; none in 2024 | $0 |
| Director | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Brian G. Cartwright | $108,500 | $180,000 | $288,500 |
Notes:
- Cash retainers paid quarterly and prorated; education and travel reimbursed.
Performance Compensation
| Grant Type | Grant Date | Amount / Shares | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU retainer | April 26, 2024 | ~$180,000 (rounded to whole shares) | Cliff vest on earliest of 1-year anniversary, next annual meeting, or death/disability | Subject to forfeiture upon other termination; promotes annual-term retention |
| Unvested RSUs held at 12/31/2024 | — | 9,575 | — | Held by each Independent Director serving at year-end |
Other Directorships & Interlocks
| Type | Company | Role | Period |
|---|---|---|---|
| Current public boards | None | — | — |
| Prior public boards | Investment Technology Group (NYSE: ITG) | Director | 2016–2019 |
- Interlocks/conflicts: No current public company directorships; low interlock risk. Related person transaction oversight handled under formal policy.
Expertise & Qualifications
- Legal, government, and regulatory; corporate governance; financial literacy; risk oversight/management; public company board experience; corporate impact oversight; healthcare industry familiarity.
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs/Options/PIUs Counted in Beneficial Ownership | Percent of Class |
|---|---|---|---|
| Brian G. Cartwright | 53,514 | 9,575 RSUs (vesting within 60 days) | <1% |
- Director stock ownership guidelines: ≥5× annual cash retainer ($425,000) for Independent Directors; compliance tested annually. All Independent Directors for whom guidelines were effective as of May 15, 2024 satisfied requirements.
- Alignment safeguards: Anti-hedging and anti-pledging policies prohibit hedging transactions and pledging/margin accounts for all directors; executive/director clawback policy in place.
- Deferred compensation/stock-for-fees programs exist; none of the Independent Directors currently participate.
Governance Assessment
- Board effectiveness: Strong independence and governance architecture; Mr. Cartwright contributes deep regulatory/legal expertise to Compensation and Governance oversight.
- Engagement and attendance: Board and committees recorded 100% attendance in 2024, supporting high engagement standards; Mr. Cartwright is covered by these results.
- Pay and alignment: Director pay emphasizes equity (~$180k RSUs) over cash ($108.5k), reinforcing alignment; stock ownership guidelines met.
- Compensation committee quality: Uses independent consultant (Ferguson Partners); independence assessed; scope includes clawback administration and human capital oversight.
- Conflicts/related-party risk: Formal related person transaction review by Audit Committee; no specific related director transactions disclosed in the proxy; anti-hedging/pledging further reduces alignment risks.
- Shareholder signals: Say-on-pay support was 93% in 2024, indicating broad investor confidence in compensation governance.
RED FLAGS: None specifically disclosed for Mr. Cartwright. No pledging permitted; no delinquent Section 16(a) filings noted for him; Board independence affirmed.