James B. Connor
About James B. Connor
Independent Director of Healthpeak Properties (NYSE: DOC) since 2023; age 66. Connor serves on the Audit Committee (designated NYSE/SEC “financial expert”) and the Compensation & Human Capital Committee, bringing prior CEO experience at Duke Realty and >15 years in commercial real estate and capital markets leadership . He is deemed independent under NYSE rules and is one of nine Independent Directors nominated for 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Realty Corporation (formerly NYSE: DRE) | Chairman & CEO; previously President & CEO; SEVP & COO; senior regional roles | CEO Apr 2017–Oct 2022; President & CEO Jan 2016–Apr 2017; prior roles 1998–2015 | Led company until acquisition by Prologis; deep REIT, capital markets and governance expertise |
| Cushman & Wakefield | Various executive/brokerage roles; Senior Managing Director (Midwest) | 1981–1998 | Commercial real estate operating and brokerage leadership |
| Nareit | Former First Vice Chair, Executive Board | n/a | Industry leadership and policy engagement |
| Roosevelt University (Chicago) | Chair, Board of Trustees | n/a | Academic governance leadership |
External Roles
| Organization | Role | Public Ticker | Notes |
|---|---|---|---|
| EPR Properties | Director | NYSE: EPR | Public company board experience in specialty REITs |
| Prologis, Inc. | Director | NYSE: PLD | Serves on board of acquirer of Duke Realty (completed Oct 2022) |
Board Governance
- Committee assignments: Audit Committee member (financial expert) and Compensation & Human Capital Committee member .
- Independence: Board affirmed Connor’s independence under NYSE rules .
- Attendance/engagement: Board reported 100% attendance at Board and committee meetings in 2024; no director below 75% attendance .
- Time commitments: Company policy caps other public boards; all nominees, including Connor (on two other public boards), comply .
- Governance practices: Anti-hedging and anti-pledging policies; robust codes of conduct; no director/exec waivers in 2024; whistleblower program (no complaints in 2024) .
- Compensation oversight: Member-signatory on the Compensation & Human Capital Committee Report; Committee uses independent consultant (Ferguson Partners) and oversees clawback policy administration .
Fixed Compensation
| Component | Structure/Amount | 2024 Amount (Connor) |
|---|---|---|
| Annual cash retainer | $85,000 (Independent Directors) [program] | $114,000 (Fees earned/paid in cash) |
| Committee fees | Audit: Chair $35,000; Member $17,500. Compensation: Chair $30,000; Member $10,000. Governance: Chair $20,000; Member $9,000. Investment & Finance: Chair $25,000; Member $7,500 | Included in total fees above |
| Meeting fees | $1,500 per Board/committee meeting beyond 10 per year; none in 2024 | $0 (no excess meetings) |
Notes: Cash retainers paid quarterly; travel/education reimbursed .
Performance Compensation
| Award Type | Grant Date | Grant-Date Fair Value | Units/Status | Vesting/Conditions |
|---|---|---|---|---|
| Annual RSU retainer (Director) | Apr 26, 2024 | $180,000 | 9,575 unvested RSUs held by each Independent Director as of Dec 31, 2024 | Cliff vest on earliest of first anniversary, next annual meeting, or death/disability; forfeiture on other termination |
Program detail: Annual RSU retainer of ~$180,000 granted to each Independent Director; awards rounded to nearest whole share . Director equity is service-based (no performance metrics) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| EPR Properties (NYSE: EPR) | Director | No customer/supplier relationship disclosed in proxy; Board independence affirmed . |
| Prologis, Inc. (NYSE: PLD) | Director | Connor previously led Duke Realty through acquisition by Prologis; no related-person transactions or conflicts disclosed with Healthpeak in provided sections; Board independence affirmed . |
Company-level controls: Related Person Transactions Policy reviewed annually; Audit Committee reviews/approves any such transactions; factors include arm’s-length terms and related person’s economic interest .
Expertise & Qualifications
- Former public REIT CEO with extensive operating, capital markets, investor relations, corporate development, and governance experience; prior 15+ years in commercial real estate at Cushman & Wakefield .
- Audit Committee financial expert under NYSE/SEC rules .
- Public company board experience (EPR, PLD) and industry leadership (former Nareit Executive Board First Vice Chair) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 8,203 | Includes 10 shares held in spouse’s trust |
| Unvested RSUs (vesting within 60 days) | 9,575 | Counted in beneficial ownership column for options/RSUs/PIUs; RSUs vesting within 60 days |
| Percent of class | <1% | Asterisk denotes less than 1% |
| Shares outstanding reference | 698,596,116 (as of Mar 4, 2025) | Basis for percent-of-class calculation |
Ownership alignment: Director stock ownership guideline equals 5x annual cash retainer ($425,000) and becomes effective after five years of Board service; all Independent Directors for whom guidelines were effective as of May 15, 2024 were compliant .
Governance Assessment
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Strengths for investor confidence:
- Independent director with Audit (financial expert) and Compensation Committee roles; demonstrated engagement via 2024 committees and report sign-off .
- Board-wide strong attendance and structured director education, self-evaluation, and refreshment processes; independence and time-commitment compliance confirmed .
- Shareholder-aligned policies (anti-hedging/pledging, clawback, stock ownership guidelines) and robust related-party oversight .
- Company say-on-pay support high (93% for 2024 compensation; 5-year average 92%), signaling broad shareholder endorsement of governance/compensation approach .
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Watch items:
- Multiple outside public boards (EPR, PLD) increase time demands, though within company policy and independence affirmed .
- No related-party transactions involving Connor are disclosed in the provided proxy sections; continue to monitor future filings for any transactions and Form 4 activity .
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RED FLAGS identified: None in proxy disclosures regarding attendance shortfalls, related-party transactions, pledging/hedging, option repricing, or Section 16 compliance (no issues cited in provided sections) .