Katherine M. Sandstrom
About Katherine M. Sandstrom
Independent Chair of the Board at Healthpeak Properties, Inc. (NYSE: DOC). Age 56, director since 2018 and Board Chair since 2023; designated independent under NYSE rules. Former Senior Managing Director and global head of Heitman LLC’s Public Real Estate Securities business; Certified Public Accountant (CPA). Core credentials include >20 years in real estate finance/investments with deep buy-side REIT expertise and prior leadership roles at Heitman, plus broad public-company board experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heitman LLC | Senior Managing Director; Global Head, Public Real Estate Securities; member of Global Management Committee, Board of Managers, and Allocation Committee | Various senior roles; global head 2013–2018 | Led buy-side REIT securities strategies and teams; extensive real estate finance/investment oversight |
| Heitman LLC | Advisor | Jul 2018 – Mar 2019 | Supported transition and continuity of public securities business |
External Roles
| Company | Role | Sector | Notes |
|---|---|---|---|
| EastGroup Properties (NYSE: EGP) | Director | Industrial REIT | Current public board |
| Toll Brothers, Inc. (NYSE: TOL) | Director | Homebuilder | Current public board |
| Urban Edge Properties (NYSE: UE) | Director | Retail REIT (open-air shopping centers) | Current public board |
Board Governance
- Role: Independent Chair of the Board; Chair, Nominating & Corporate Governance Committee. Governance Committee members: Brian G. Cartwright, Sara G. Lewis, Ava E. Lias‑Booker. Responsibilities include Corporate Governance Guidelines, board/committee composition, board refreshment, corporate impact/climate risk oversight, and annual board/committee evaluations.
- Chair responsibilities: Presides at board meetings and independent director executive sessions; sets agendas with management; leads board self-evaluations and succession/refreshment processes; engages in shareholder outreach as needed.
- Independence: Board determined Ms. Sandstrom is independent under NYSE rules; only CEO Scott Brinker and Vice Chair John Thomas are non‑independent.
- Attendance/engagement: 2024 Board and committee attendance 100% (4 Board meetings; 18 committee meetings). No director attended less than 75% of aggregate meetings; directors expected to attend annual meeting (all attended in 2024 except one with unavoidable conflict prior to appointment).
- Overboarding policy: Directors may not serve on more than four other public company boards; all nominees, including Ms. Sandstrom (who serves on three), comply.
- Executive sessions: Independent directors hold executive sessions at Board and committee meetings; may be called by any Independent Director.
Fixed Compensation
Structure (Independent Directors):
- Annual cash retainer: $85,000. Additional annual cash for Independent Chair: $140,000. 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. Meeting fees: $1,500 per meeting after 10 meetings per year (none in 2024). Paid quarterly; education/travel reimbursed.
2024 actual (disclosed):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Katherine M. Sandstrom | 252,500 | 180,000 | 432,500 |
Notes:
- Independent Director annual equity retainer is granted in RSUs with grant-date fair value ≈$180,000; 2024 grants made April 26, 2024. One‑year cliff vesting (earlier of first anniversary, next annual meeting, or death/disability).
Performance Compensation
Director equity design (no performance metrics):
| Component | Instrument | Target/Grant Value | Vesting/Performance |
|---|---|---|---|
| Annual equity retainer | RSUs | ~$180,000 | Time-based; 1-year cliff vesting; no performance conditions. Unvested RSUs outstanding as of 12/31/2024: 9,575 per Independent Director. |
Stock ownership/deferral programs:
- Director stock ownership guideline: ≥5x annual cash retainer ($425,000) within five years; all Independent Directors for whom the guideline was effective as of May 15, 2024 met the requirement. Optional Director Deferral Plan and Stock‑for‑Fees program exist; none of the Independent Directors currently participate.
Other Directorships & Interlocks
| External Board | Sector Overlap vs. Healthpeak | Potential Interlock/Conflict Signal |
|---|---|---|
| EastGroup Properties (EGP) | Industrial REIT; not a direct competitor to healthcare/lab/outpatient medical | Low direct conflict; provides real estate and REIT governance perspective. Within DOC overboarding limits. |
| Toll Brothers (TOL) | Homebuilding; no direct overlap | Low direct conflict. |
| Urban Edge (UE) | Retail REIT; not healthcare | Low direct conflict. |
Expertise & Qualifications
- Financial and investment expertise; risk oversight/management; human capital; public-company board experience; corporate impact; REIT/real estate sector expertise. CPA. These skills align with Healthcare/Lab/Outpatient Medical strategy and board oversight needs.
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs/Units Exercisable or Vesting ≤60 Days | Percent of Class |
|---|---|---|---|
| Katherine M. Sandstrom | 35,405 | 9,575 | <1% |
Ownership alignment and policies:
- Director stock ownership guideline: ≥$425,000 (5x retainer) in shares/RSUs; compliance confirmed for applicable directors as of May 15, 2024.
- Anti‑hedging/anti‑pledging policies in place; directors prohibited from pledging or hedging company securities.
- Beneficial ownership table based on 698,596,116 shares outstanding as of March 4, 2025; individual percentages calculated per SEC rules; asterisk denotes less than 1%.
Governance Assessment
Green flags
- Independent Board Chair with clearly defined responsibilities; strong board refreshment and governance processes (annual evaluations; proxy access; term limit policy).
- Confirmed independence; robust attendance and engagement; compliance with time‑commitment policy.
- Director pay structure mixes cash and equity with one‑year cliff RSUs and meaningful chair/committee retainers; ownership guideline promotes alignment.
- Companywide anti‑hedging/anti‑pledging and clawback policies; strong say‑on‑pay support (93% in 2024; 5‑year avg 92%), signaling investor confidence in governance/compensation oversight.
Watch items
- Multiple external boards (EGP, TOL, UE) increase time commitments but remain within DOC policy; monitor for evolving interlocks as Healthpeak executes strategy in labs/outpatient medical.
Potential conflicts/related‑party exposure
- Related person transactions are reviewed under a formal policy overseen by the Audit Committee; no specific related‑party transactions involving Ms. Sandstrom are disclosed in the proxy.