R. Kent Griffin, Jr.
About R. Kent Griffin, Jr.
Independent director of Healthpeak Properties, Inc. (NYSE: DOC) since 2018, age 55, serving as Audit Committee Chair and member of the Investment & Finance Committee; designated NYSE/SEC “financial expert” on the Audit Committee . Griffin is Managing Director at PHICAS Investors and formerly President, COO, and CFO of BioMed Realty Trust, with prior roles in investment banking (Raymond James, J.P. Morgan) and auditing (Arthur Andersen), bringing deep real estate, finance, and risk oversight expertise to the board . The Board has affirmatively determined he is independent under NYSE rules, and directors achieved 100% Board and committee meeting attendance in 2024; no director fell below the 75% threshold .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PHICAS Investors | Managing Director | Since Jun 2016 | Investment leadership |
| BioMed Realty Trust (NYSE: BMR) | President & COO; previously CFO | 2008–2015; CFO 2006–2010 | Led operations and finance at leading life-science REIT |
| Raymond James & Associates | SVP, Investment Banking | 2003–2006 | Real estate banking |
| J.P. Morgan Securities | Associate, Investment Banking | 1998–2003 | Corporate finance |
| Arthur Andersen LLP | Auditor | 1992–1997 | Accounting/audit foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cousins Properties Inc. (NYSE: CUZ) | Director | Current | Public company directorship (Sun Belt office REIT) |
| Charleston Waterkeeper | Former Chair; current board member | Current | Nonprofit governance |
| Coastal Conservation League | Chairman of the Board | Current | Nonprofit leadership |
| Charleston County School District | Audit & Finance Committee member | Current | Financial oversight in public sector |
| Tier REIT, Inc. (NYSE: TIER) | Director | 2017–2019 | Prior public board |
Board Governance
- Committee assignments: Audit Committee Chair; Investment & Finance Committee member; Audit Committee designated NYSE/SEC financial expert .
- Independence: Board affirmed Griffin independent under NYSE rules; non-independent directors limited to CEO (Brinker) and Vice Chair (Thomas) .
- Attendance and engagement: 100% Board meeting attendance (4 meetings) and 100% committee attendance across 18 committee meetings in 2024; directors separately met with Chair/Vice Chair/CEO when conflicts arose .
- Board leadership and executive sessions: Independent Board Chair; Independent Directors hold executive sessions at Board and committee meetings, including independent sessions outside regular meetings .
- Time commitments/overboarding policy: Directors limited to ≤4 other public boards; all nominees comply with policy; CEO or other public-company executives limited to ≤2 other boards .
- Compensation oversight: Compensation & Human Capital Committee is 100% independent and uses Ferguson Partners Consulting as its independent compensation consultant; oversees clawback policy, human capital, and pay programs .
- Audit oversight: Audit Committee oversees enterprise risk (including cybersecurity/AI), internal audit, financial reporting integrity, auditor independence, and corporate impact quantitative disclosure quality .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Independent Director Cash Retainer | $85,000 | Paid quarterly in arrears |
| Audit Committee Chair Fee | $35,000 | Annual cash |
| Investment & Finance Committee Member Fee | $7,500 | Annual cash |
| Meeting Fees (beyond 10/year per body) | $1,500 per meeting | None in 2024 (no bodies exceeded 10) |
| 2024 Fees Earned (Griffin) | $133,500 | Actual cash paid in 2024 |
Performance Compensation
| Equity Instrument | Grant Date | Grant Value (Fair Value) | Units/Status | Vesting/Performance Conditions |
|---|---|---|---|---|
| RSUs (Annual Director Equity Retainer) | Apr 26, 2024 | ~$180,000 | 9,575 unvested RSUs at 12/31/2024 | 1-year cliff vest on earliest of first anniversary, next annual meeting, or death/disability; subject to forfeiture on other termination; no performance metrics |
- Director stock-for-fees program allows electing equity in lieu of cash director fees; none of the Independent Directors currently participate .
- Director deferred compensation plan available (interest- or stock-credit accounts); none of the Independent Directors currently participate .
Other Directorships & Interlocks
| Company | Ticker | Role | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| Cousins Properties Inc. | CUZ | Director | Distinct asset class (office REIT) vs. DOC’s healthcare/lab focus; no transactions disclosed between DOC and CUZ in proxy; time-commitment policy compliance noted . |
Expertise & Qualifications
- REIT/Real Estate, Investment Expertise, Financial Expertise/Literacy, Risk Oversight/Management; Public company executive experience; Governance/Legal/Regulatory familiarity; Healthcare sector familiarity .
- Audit Committee NYSE/SEC financial expert designation underscores deep accounting/audit capability .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs/Options/PIUs | Percent of Class |
|---|---|---|---|
| R. Kent Griffin, Jr. | 60,219 | 9,575 RSUs | <1% (*) |
- Director stock ownership guidelines: minimum holding equal to 5x the annual cash retainer ($425,000); guidelines effective first May 15 after five years of board service; all Independent Directors for whom guidelines were effective as of May 15, 2024 satisfied the requirement (indicative of alignment) .
- Anti-hedging and anti-pledging policies in place; robust governance policies highlighted (ISS QualityScore top decile metrics cited in corporate impact/governance highlights) .
- Section 16(a) compliance: Only one late Form 4 (John T. Thomas); no Griffin delinquencies noted .
Governance Assessment
- Strengths
- Audit Chair with financial expert designation, strong attendance, and comprehensive audit charter coverage (financial reporting integrity, ERM including cyber/AI) supports board effectiveness and investor confidence .
- Clear independence determination; independent chair and executive sessions enhance oversight and accountability .
- Director compensation mix balanced: moderate cash plus time-based RSUs with 1-year vesting, stock ownership guidelines at 5x retainer, and anti-hedging/pledging/clawback policies tie director interests to shareholders .
- Compensation governance credibility supported by use of independent consultant (Ferguson Partners) and strong say-on-pay results (93% support in 2024; 5-year average 92%) .
- Potential Watch Items
- External board at CUZ plus managing director role at PHICAS: monitor aggregate time commitments; company policy review indicates compliance, but continued vigilance warranted as Audit Chair role is time-intensive .
- No related-person transactions disclosure involving Griffin in proxy; Audit Committee oversees any such items—keep monitoring filings for future disclosures .
RED FLAGS: None identified specific to Griffin in the proxy (no attendance issues, no Section 16(a) delinquencies, no related-party transactions disclosed, no pledging permitted under policy) .
Contextual Signals for Investors
- Committee workloads in 2024: Audit (4 meetings, 100% attendance) and Investment & Finance (6 meetings, 100% attendance) indicate active risk and capital allocation oversight during a transformative merger year, reflecting high engagement by Griffin in both financial reporting and transaction review responsibilities .
- Board refreshment and governance enhancements (independent chair; term limits; proxy access; policy on time commitments; diversified skills) support governance quality and continuity balanced with new perspectives post-merger .