John T. Thomas
About John T. Thomas
John T. Thomas, age 58, is Vice Chair of the Board at Healthpeak Properties, Inc. (NYSE: DOC) and has served as a director since 2024 following Healthpeak’s merger with Physicians Realty Trust; he is not independent (Healthpeak’s only non-independent directors are the CEO and Mr. Thomas) . He previously served as President, CEO, and Trustee of Physicians Realty Trust (formerly NYSE: DOC) from 2013 until the 2024 merger, and has deep healthcare real estate and legal/regulatory experience from senior roles at Welltower, Cirrus Health, Baylor Health Care System, and Sisters of Mercy Health System, as well as prior tax attorney roles at major law firms . He is a current non‑executive employee of Healthpeak and does not receive separate director fees; his beneficial ownership totals 778,454 shares plus 21,763 unvested RSUs (<1% of shares outstanding) .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Physicians Realty Trust (formerly NYSE: DOC) | President, CEO, Trustee | 2013–2024 | Led outpatient medical real estate platform; merged into Healthpeak in 2024 |
| Welltower Inc. (NYSE: WELL; formerly Health Care REIT Inc.) | EVP – Medical Facilities | 2009–2012 | Healthcare real estate leadership |
| Cirrus Health | President, Chief Development Officer & Business Counsel | 2005–2008 | Development and healthcare business leadership |
| Baylor Health Care System | SVP & General Counsel | 2000–2005 | Legal/government affairs; healthcare policy experience |
| Sisters of Mercy Health System (St. Louis division) | General Counsel & Secretary | 1997–2000 | Health system legal leadership |
| Sonnenschein, Nath & Rosenthal (now Dentons); Shook, Hardy & Bacon; Milbank, Tweed, Hadley & McCoy | Tax Attorney (elected Partner in 1997 at Sonnenschein) | 1990–1997 | Tax and corporate legal expertise |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Jacksonville State University Foundation | Trustee | Current | Governance and fiduciary oversight |
| Auburn University Real Estate Foundation | Trustee | Current | Real estate oversight/education interaction |
| Education Realty Trust, Inc. (formerly NYSE: EDR) | Director | Former | Prior public company board experience |
Board Governance
- Independence: Not independent; Board affirmatively determined independence for other directors, with exceptions for the CEO and Mr. Thomas (Vice Chair and employee) .
- Committee assignments: None; Messrs. Brinker and Thomas do not serve on any Board committees .
- Attendance: Board effectiveness underscored by engagement; 100% Board meeting attendance across directors (4 meetings) and no director attended less than 75% of aggregate Board/committee meetings in 2024 .
- Board leadership: Independent Chair (Katherine Sandstrom) oversees executive sessions and Board processes; Mr. Thomas serves as Vice Chair .
- Governance policies: Anti‑hedging/anti‑pledging and clawback policies; robust stock ownership requirements; majority voting with director resignation policy .
Fixed Compensation
| Year | Role | Cash Retainer (Director) | Base Salary (Employee) | Other Cash/Benefits | Notes |
|---|---|---|---|---|---|
| 2024 | Vice Chair (Director) & Non‑executive employee | $0 | $83,333 | $3,333 (401(k) match); $250 (well‑being program) | No separate director fees; employee compensation due to transition post‑merger |
| 2025 (planned) | Vice Chair (Director) & Non‑executive employee | $0 | $100,000 | Eligible broad‑based employee benefits; not eligible for severance | Will not receive separate director compensation in 2025 |
Performance Compensation
| Award Type | Grant Date | Grant Value | Vesting | Performance Metrics | Status |
|---|---|---|---|---|---|
| RSU (employee) | Apr 3, 2024 | $400,000 | 1‑year cliff vest (earliest of 1st anniversary, next annual meeting, or death/disability) | None disclosed for Thomas; service‑based RSUs | 21,763 unvested RSUs held as of 12/31/2024 |
| Severance (legacy Physicians Realty Trust CiC plan) | 2024 (merger closing) | $7,382,891 | Lump sum per legacy plan | Change‑in‑control; terms under legacy DOC plan (not detailed here) | Paid as contractual obligation tied to merger |
No STIP/LTIP performance metric disclosures specific to Mr. Thomas’s compensation were provided; his 2024 RSUs were service‑based and his severance was pursuant to a legacy change‑in‑control plan rather than 2024 Healthpeak performance awards .
Other Directorships & Interlocks
| Company | Sector | Role | Current/Former | Potential Interlock/Conflict Considerations |
|---|---|---|---|---|
| None (current public company boards) | — | — | Current: None | No current public interlocks disclosed |
| Education Realty Trust, Inc. (formerly NYSE: EDR) | REIT | Director | Former | Historical role; no current interlock |
Expertise & Qualifications
- Healthcare real estate operator and REIT executive with legal/regulatory experience, risk oversight, investment and financial literacy, and public company leadership credentials .
- Healthcare industry and REIT/real estate experience complemented by prior health system general counsel roles and Congressional testimony on malpractice reform .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Options/RSUs/PIUs | Percent of Class | Notes |
|---|---|---|---|---|
| John T. Thomas | 778,454 | 21,763 RSUs (unvested as of 12/31/2024) | <1% | Table excludes certain LTIP units subject to holding periods; RSU count reflects unvested units |
| Policy Context | — | — | — | Anti‑hedging and anti‑pledging policies; no pledging permitted under company policy |
Section 16(a) compliance: One Form 4 covering a single transaction was filed late on April 30, 2024 for Mr. Thomas (otherwise timely for directors/officers) .
Governance Assessment
- Alignment signals:
- Significant personal ownership (778,454 shares) plus RSUs, supporting skin‑in‑the‑game, though percent of class is <1% given company size .
- No committee seats mitigates potential conflicts stemming from non‑independent status; independent Chair leads executive sessions .
- Company‑wide anti‑hedging/anti‑pledging and clawback policies promote alignment and risk control .
- Risk indicators / RED FLAGS:
- Not independent (Vice Chair and employee) – governance risk for board independence; however he does not sit on committees .
- Large legacy change‑in‑control severance ($7.38M) paid upon merger may be viewed as a shareholder‑unfriendly outcome, though contractual from Physician Realty Trust and not a new Healthpeak award .
- Minor compliance lapse: one late Form 4 in 2024 (administrative red flag, limited severity) .
- Attendance and engagement:
- Strong engagement evidenced by 100% Board meeting attendance across directors in 2024 (4 meetings); no director below 75% aggregate attendance .
Overall: Thomas brings valuable healthcare real estate operating and legal/regulatory expertise, but his non‑independent status and legacy severance optics warrant monitoring; absence from committees and robust governance policies help mitigate conflict risk .