Governor Tommy G. Thompson
About Governor Tommy G. Thompson
Independent director at Healthpeak Properties, Inc. (NYSE: DOC); age 83; director since 2024. Chair of the Investment and Finance Committee; Board determined he is independent under NYSE rules . 2024 Board attendance was 100% and Investment Committee held 6 meetings with 100% attendance; he had an unavoidable conflict for the 2024 annual meeting scheduled before he joined the Board . Core credentials include prior service as U.S. Secretary of Health and Human Services, Governor of Wisconsin, and extensive healthcare and public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Wisconsin System | President | 2020–2022 | Leadership of large academic system; human capital oversight |
| U.S. Dept. of Health and Human Services | Secretary | 2001–2005 | National healthcare policy leadership; regulatory experience |
| State of Wisconsin | Governor | 1987–2001 | Executive governance; public policy |
| Deloitte & Touche USA LLP | Senior Advisor | 2005–2009 | Advisory on finance/governance |
| Akin Gump Strauss Hauer & Feld LLP | Partner | 2005–2012 | Legal/government affairs |
| Logistics Health, Inc. | President; Chairman of Board of Trustees | President 2005–2011; Chair 2007–2011 | Healthcare operations leadership |
| Physicians Realty Trust (pre-merger) | Chairman of Board of Trustees | 2013–2024 | Healthcare REIT board leadership |
| Scilex Holding Company | Director | 2022–2023 | Biopharma board experience |
| Tyme Technologies, Inc. | Director | 2018–2020 | Biopharma board experience |
| C.R. Bard; Cytori/Plus Therapeutics; Cancer Genetics/Vyant Bio; Centene; CareView | Director (prior roles) | Various (not dated) | Healthcare/life sciences governance |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TherapeuticsMD, Inc. (Nasdaq: TXMD) | Director | Current | Not disclosed |
| United Therapeutics Corporation (Nasdaq: UTHR) | Director | Current | Not disclosed |
Board Governance
- Committee assignments: Chair, Investment and Finance Committee; members include R. Kent Griffin, Jr. and Richard A. Weiss .
- Independence: Affirmed independent by Board under NYSE rules .
- Attendance and engagement: 100% Board and committee meeting attendance in 2024; 4 Board meetings and 18 committee meetings held; annual meeting absence due to pre-existing conflict before joining Board .
- Tenure: Appointed March 1, 2024; joined Investment and Finance Committee as Chair at that time .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Independent Director cash retainer | $85,000 | Paid quarterly; prorated if partial year |
| Investment & Finance Committee Chair fee | $25,000 | Annual |
| Per-meeting fee beyond 10 meetings/year | $1,500 | None in 2024 |
| Fees earned in 2024 (prorated) | $60,591 | Appointed March 1, 2024 |
Performance Compensation
| Equity Award | Grant Date | Grant-Date Fair Value | Units/Status | Vesting/Terms |
|---|---|---|---|---|
| Annual RSU (Independent Director) | April 26, 2024 | $180,000 | 9,575 unvested RSUs as of 12/31/2024 | 1-year cliff; or earlier at next annual meeting; or due to death/disability; forfeitable upon other terminations |
No performance metrics tied to director equity; awards are service-based RSUs with time-based vesting .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | TherapeuticsMD (TXMD); United Therapeutics (UTHR) |
| Potential interlocks | As Investment Committee Chair, concurrent biopharma board roles could create perceived conflicts if any transactions involve those companies; no related party transactions disclosed in proxy; Audit Committee reviews/approves any related person transactions per policy . |
| Time commitments policy | Directors limited to ≤4 other public boards; Board confirms all nominees comply (Thompson currently on 2) . |
Expertise & Qualifications
- Risk oversight/management; investment expertise; financial literacy; human capital management; public company board; corporate impact; legal/government/regulatory; REIT/real estate; healthcare industry .
Equity Ownership
| Holder | Common Shares | RSUs/Units | Percent of Class |
|---|---|---|---|
| Tommy G. Thompson | 112,581 shares | 9,575 RSUs | <1% |
- Initial SEC Form 3 filed 03/04/2024 showed 112,581 shares acquired via Physicians Realty Trust merger exchange ratio (0.674) .
Director Compensation Policies & Alignment
- Stock ownership guidelines: Independent Directors must hold ≥5x annual cash retainer ($425,000 equivalent); effective five years after joining; all Independent Directors for whom guidelines were effective as of May 15, 2024 were compliant .
- Deferred compensation and stock-for-fees programs exist but no Independent Directors currently participate .
- Anti-hedging/anti-pledging and clawback policies in place; strong governance ratings and disclosures .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Support | Source |
|---|---|---|
| 2024 (vote held 2024 for 2023 compensation) | 93.48% | |
| 2022 | 92.41% | |
| 2021 | 88.47% |
2025 proxy notes 93% support for 2024 compensation and 5-year average of 92% .
Governance Assessment
- Strengths: Independent status; Investment and Finance Committee chaired by Thompson with full independence and perfect attendance; committee responsibilities include oversight of investment policies and significant transactions—aligned with his experience . High Board and committee attendance rates underscore engagement; director time-commitment policy compliance supports effectiveness .
- Alignment: Service-based RSU model with annual grants and ownership guidelines reinforces long-term alignment; no director stock options; anti-hedging/anti-pledging and related-party review policies reduce governance risk .
- Potential conflicts: Concurrent roles at TXMD and UTHR could present perceived conflicts if DOC engages in transactions involving those firms; however, no related person transactions are disclosed, and robust review policies exist (monitor) .
- Attendance note: Did not attend 2024 annual meeting due to pre-existing conflict before Board appointment; not indicative of low engagement given 100% Board/committee attendance .
- Signals: Strong say-on-pay support historically suggests positive investor sentiment toward governance and compensation practices .