Sara G. Lewis
About Sara G. Lewis
Independent director at Healthpeak Properties, Inc. (NYSE: DOC), age 57, serving since 2019; Chair of the Compensation and Human Capital Committee and member of the Nominating and Corporate Governance Committee. Background includes founder/CEO of Lewis Corporate Advisors (2009–2018), CFO and capital markets leadership at Washington REIT (2001–2009), and VP Finance/IR at Corporate Office Properties Trust (1999–2001). She is a CPA and CFA, with extensive boardroom and corporate finance experience; the Board has affirmatively determined her independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lewis Corporate Advisors, LLC | Founder & CEO | 2009–2018 | Corporate finance advisory leadership |
| Washington Real Estate Investment Trust Company | EVP & CFO; Managing Director, Finance & Capital Markets | 2001–2009 (CFO 2002–2009) | Led finance, capital markets in public REIT context |
| Corporate Office Properties Trust (NYSE: OFC) | VP, Finance & Investor Relations | 1999–2001 | Investor relations and finance leadership |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Freeport-McMoRan, Inc. (NYSE: FCX) | Director | Current | Public company board experience |
| Weyerhaeuser Company (NYSE: WY) | Director | Current | Public company board experience |
| PwC USA LLP Board of Partners & Principals | Observing Board Member | Since 2024 | Governance exposure |
| The Brookings Institution | Senior Trustee; former Audit/Gov committees | Senior Trustee since 2024; board member since 2016 | Governance, audit oversight |
| U.S. Chamber of Commerce Center for Capital Markets Competitiveness | Leadership Board; Corporate Governance & ESG Committees | Since 2015 | Governance policy shaping |
| Center for Audit Quality | Audit Committee Council Member | Current | Audit committee best practices |
| Prior public boards: Sun Life Financial (NYSE: SLF); PS Business Parks (NYSE: PSB); Adamas Pharma (Nasdaq: ADMS); Plum Creek Timber (NYSE: PCL); CapitalSource (NYSE: CSE) | Director | Various prior | Audit/comp/gov committee chair roles |
Board Governance
- Committee assignments: Chair, Compensation & Human Capital Committee; Member, Nominating & Corporate Governance Committee. Compensation Committee responsibilities include executive pay design, consultant oversight (Ferguson Partners Consulting), clawback policy administration, and human capital oversight . Governance Committee responsibilities include board composition, evaluations, corporate governance/impact oversight, time commitments and policies .
- Independence: Affirmed independent by the Board under NYSE standards in most recent review .
- Attendance and engagement: 2024 Board attendance 100% across 4 Board meetings and 18 committee meetings; no director <75% attendance. Compensation Committee met 4 times with 100% attendance; Governance Committee met 4 times with 100% attendance .
- Board leadership and executive sessions: Independent Chair structure; regular executive sessions of independent directors at Board and committee meetings .
- Time commitment policy: Directors may serve on ≤4 other public company boards; compliance reviewed annually—current nominees comply .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual Cash Retainer | $85,000 | Paid to each Independent Director, quarterly in arrears |
| Committee Chair Fee (Compensation) | $30,000 | Annual fee for Compensation Committee Chair |
| Committee Member Fee (Governance) | $9,000 | Annual fee for Governance Committee member |
| Meeting Fees | $0 | $1,500 per meeting beyond 10/year; none in 2024 |
| Total Cash Fees (Actual 2024) | $130,000 | Reported “Fees Earned or Paid in Cash” |
Performance Compensation
| Equity Award | Grant Date | Grant Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU Retainer | Apr 26, 2024 | ~$180,000 | Each independent director held 9,575 unvested RSUs as of Dec 31, 2024 | Cliff vest on earlier of 1-year anniversary, next annual meeting, or death/disability; forfeiture if service ends for other reasons | Promotes annual-term retention; subject to standard terms |
| Total Stock Awards (Actual 2024) | 2024 | $180,000 | — | — | “Stock Awards” per director compensation table |
Director equity is service-based; no performance metrics apply to director RSU awards. Equity award counts reflect unvested RSUs as of year-end and grant date fair value methodology (ASC 718) .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Freeport-McMoRan (FCX) | Mining/Natural Resources | Director | No interlocks with DOC disclosed; independence affirmed |
| Weyerhaeuser (WY) | Timber/REIT | Director | No related party transactions involving Ms. Lewis disclosed in proxy; Audit Committee oversees any such matters under policy |
Expertise & Qualifications
- CPA and CFA credentials; 30+ years corporate finance and capital markets; prior REIT CFO and senior finance roles .
- Committee leadership across audit, compensation, and governance at multiple public companies; governance policymaker via U.S. Chamber and CAQ .
- Core Board competencies: risk oversight, investment expertise, financial literacy, human capital management, public company board experience, corporate impact, legal/regulatory, REIT/real estate, healthcare industry, cybersecurity oversight, public company executive experience .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs/Units (vesting ≤60 days) | Percent of Class |
|---|---|---|---|
| Sara G. Lewis | 51,512 (includes 22,000 in a trust and 3,000 in an IRA) | 9,575 unvested RSUs | <1% |
- Stock ownership guidelines: Independent Directors must hold ≥5x annual cash retainer ($425,000); effective after five years of service; all directors for whom guidelines applied as of May 15, 2024 satisfied them .
- Anti-hedging/anti-pledging policies apply to directors; clawback policy maintained .
Insider Trades (Alignment Signals)
| Date | Type | Shares | Price | Ownership After | Source |
|---|---|---|---|---|---|
| Apr 28, 2025 | Open-market purchase | 6,000 | $17.66 | 67,087 (direct/indirect) | https://www.secform4.com/filings/765880/0001628280-25-020387.htm |
| Apr 25, 2025 | Director RSU grant (reported as “Option Award” on aggregator) | 10,657 | $0 | 77,744 (direct) | https://www.secform4.com/filings/765880/0001628280-25-020758.htm |
Additional Form 4 activity for DOC insiders (broader board/management) around April–August 2025 indicates purchases by directors/executives, supporting alignment; see aggregator index for DOC .
Governance Assessment
- Board effectiveness: As Compensation Chair, Lewis led a pay program with rigorous, objective metrics—STIP tied to Normalized FFO/share (35%), merger run-rate synergies (20%), corporate impact scorecard (15%), and individual performance (30%); LTIP performance-based awards tied to 3-year relative TSR (40%) and leverage (Net Debt/Adjusted EBITDAre, 20%) plus retentive RSUs (40%) with a FFO hurdle; 2024 STIP paid ~170% on strong operational metrics, while 2022–2024 LTIP paid below target (71%), reinforcing long-term pay-for-performance discipline .
- Shareholder support: Say‑on‑pay approval was 93% for 2024, 5‑year average 92%, reflecting investor confidence in compensation oversight under her committee leadership .
- Independence/attendance: Independence affirmed; 100% attendance across Board and committees in 2024; no overboarding per company policy—she sits on two other public boards, below the cap of four .
- Compensation structure: Director pay mix is balanced—$85k cash retainer plus committee fees (Comp Chair $30k; Governance member $9k) and ~$180k RSUs with 1‑year cliff vest; no meeting fees paid in 2024; no stock-for-fees or deferral plan participation disclosed for directors .
- Related-party/conflict controls: Robust related person transaction policy overseen by the Audit Committee; Codes of Conduct, insider trading policy, anti‑hedging/anti‑pledging; no waivers or amendments in 2024; no related party transactions involving Ms. Lewis are disclosed in the proxy .
- Alignment: Beneficial ownership (51,512 shares plus 9,575 RSUs) and recent open‑market purchase support skin‑in‑the‑game; director ownership guidelines in force and met where applicable .
RED FLAGS: None disclosed regarding attendance shortfalls, related party transactions, hedging/pledging, or tax gross-ups; executive LTIP below target for 2022–2024 evidences discipline rather than pay inflation under Lewis’s oversight .
Director Compensation (2024 Actual)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $130,000 |
| Stock Awards ($) | $180,000 |
| Total ($) | $310,000 |
Committee Attendance (2024)
| Committee | Meetings | Attendance |
|---|---|---|
| Compensation & Human Capital (Chair) | 4 | 100% |
| Nominating & Corporate Governance (Member) | 4 | 100% |
| Board of Directors | 4 | 100% |
Equity Ownership & Guidelines
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 51,512; includes 22,000 in a trust and 3,000 in an IRA |
| RSUs (unvested, vest ≤60 days) | 9,575 |
| Ownership % of Shares Outstanding | <1% |
| Director Ownership Guideline | ≥$425,000 (5x cash retainer); met where applicable as of May 15, 2024 |
| Anti‑hedging/pledging | Prohibited by policy |
Conclusion
Lewis brings deep REIT finance expertise and strong governance credentials, leading a disciplined, shareholder‑aligned compensation framework while maintaining full engagement and independence. Her committee leadership, ownership, and recent open‑market purchase are positive signals; no conflicts or governance red flags are disclosed in the proxy .