Richard A. Weiss
About Richard A. Weiss
Independent director of Healthpeak Properties, Inc. (NYSE: DOC), age 78, serving since 2024. Weiss brings more than 50 years of healthcare industry, legal, and financial experience, including public finance expertise and regulatory compliance, and serves on the Board’s Investment and Finance Committee . The Board has affirmatively determined Weiss is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foley & Lardner LLP | Public finance attorney; Partner; Management Committee member | Attorney 1971–2008; Partner 1978–2008; Management Committee 1999–2008 | Led public finance matters; firm governance via Management Committee |
| Physicians Realty Trust (formerly NYSE: DOC) | Trustee | 2013–2024 | Governance oversight through REIT growth; board leadership continuity pre-merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascendium Education Group | Director; former Audit Committee Chair | Not disclosed | Audit leadership and oversight |
| Advocate Aurora Health and predecessor entities | Director; Finance Committee Chair; Board Chair (Aurora Health Care); Director (Milwaukee Psychiatric Hospital) | Not disclosed | Financial oversight; board leadership in large health systems |
| Washington Hospital Center (D.C.) | Director; Board Chair | Not disclosed | Hospital governance and strategic oversight |
| Greater Washington Board of Trade | Executive Committee member | Not disclosed | Regional business policy engagement |
| Medical College of Wisconsin | Trustee | Not disclosed | Academic healthcare governance |
Board Governance
- Committee assignments: Investment and Finance Committee (members: Gov. Tommy G. Thompson, Chair; R. Kent Griffin Jr.; Richard A. Weiss). Responsibilities include reviewing investment policies, financing requirements, and significant transactions .
- Attendance: Investment and Finance Committee met 6 times in 2024; committee attendance 100% . Company-wide board meeting attendance in 2024 was 100% across four board meetings; committee meeting attendance was also 100% across 18 total committee meetings .
- Independence status: Board determined Weiss is independent under NYSE rules .
- Onboarding and engagement: Participated in February 2024 comprehensive director orientation following the Physicians Realty Trust merger; directors receive ongoing education (e.g., NACD membership) and deep dives on risk topics (cybersecurity, AI, sustainability) .
- Board leadership structure: Independent Chair (Katherine M. Sandstrom) and regular executive sessions of Independent Directors to enhance oversight quality .
Fixed Compensation
Program structure and Weiss’s 2024 actuals:
| Component | Program Terms | Weiss 2024 Actual ($) |
|---|---|---|
| Annual Independent Director cash retainer | $85,000 per year; paid quarterly, prorated; additional $1,500 per meeting only after 10 meetings (none in 2024) | $52,994 (prorated from March 1 appointment) |
| Committee fees | Investment Committee Member: $7,500; Chair: $25,000; other committee member/chair fees vary by committee | Included in cash total (above) |
| Equity retainer (RSUs) | $180,000 grant-date fair value; granted April 26, 2024; 1-year cliff vesting (earliest of 1st anniversary, next annual meeting, or death/disability); forfeiture upon other termination | $180,000 |
Notes:
- The Compensation Committee reviewed director compensation in 2024 and recommended no changes; program aligned to peers via independent consultant Ferguson Partners Consulting .
- No additional per-meeting fees were triggered in 2024 .
- Directors may elect fee deferrals or stock-for-fees; no independent directors currently participate .
Performance Compensation
- Not applicable. Independent directors receive fixed cash retainers and service-based RSUs; no director performance metrics or options disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | Physicians Realty Trust (Trustee) 2013–2024 |
| Interlocks/network ties | Five former Physicians Realty Trust directors (including Weiss) joined Healthpeak’s Board in March 2024 post-merger, supporting continuity and sector expertise (Kessler, Lias‑Booker, Thomas, Weiss, Gov. Thompson) . |
Expertise & Qualifications
- 50+ years in healthcare legal and financial domains; strong regulatory and compliance experience; risk oversight, investment, and financial literacy; REIT/real estate and healthcare industry expertise; cybersecurity oversight experience .
- Independence affirmed; complements Investment and Finance Committee remit .
Equity Ownership
Beneficial ownership as of March 4, 2025:
| Holder | Common Shares | Options/RSUs/PIUs | Percent of Class |
|---|---|---|---|
| Richard A. Weiss | 49,493 | 9,575 | <1% |
Additional alignment policies:
- Director stock ownership guidelines require holdings equal to 5x annual cash retainer ($425,000); effective on the first May 15 more than five years after joining the Board. All directors subject as of May 15, 2024 met guidelines; Weiss joined March 1, 2024, so not yet subject .
- Anti-hedging, anti-pledging, and clawback policies strengthen alignment and risk control . Insider Trading Policy mandates pre-clearance and strong compliance procedures .
Governance Assessment
- Board effectiveness: Weiss adds deep healthcare finance and legal expertise to an independent, fully engaged committee structure; Investment and Finance Committee operated at 100% attendance, underscoring diligence in transaction oversight .
- Independence & conflicts: Independence affirmed; no related-person transactions disclosed; robust related-person transaction review process via Audit Committee and General Counsel reduces conflict risk .
- Ownership alignment: Material personal shareholdings and annual RSU grants support alignment; anti-pledging/hedging and stock ownership guidelines further mitigate misalignment risks .
- Signals for investors: Post-merger onboarding for Weiss and other ex‑PRT directors increases sector continuity and deal integration knowledge . Company’s strong say‑on‑pay support (93% in 2024; 5‑year average 92%) reflects broader governance credibility, indirectly supportive of director oversight quality .
RED FLAGS
- None disclosed specific to Weiss: no related‑party transactions; no pledging; attendance at committee level was 100%; director pay structure avoids options and excessive per‑meeting fees .