Scott M. Brinker
About Scott M. Brinker
Scott M. Brinker, 48, is President and CEO of Healthpeak Properties (NYSE: DOC) and a director since 2022; he was President & CIO (2020–2022) and EVP & CIO (2018–2019). Previously he was EVP & CIO at Welltower (2001–2017). He serves on Nareit’s Executive Board. 2024 Normalized FFO/share was $1.81, up from $1.78 in 2023 and $1.73 in 2022; 2024 cumulative TSR (2019 base = $100) stood at $75.37 vs the Nareit Equity REIT Index at $117.56. Under his leadership, DOC completed the Physicians Realty Trust merger, internalized property management, executed >8M SF of leases, realized >$50M run-rate synergies, and delivered 5.4% merger-combined same-store cash NOI growth.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Healthpeak Properties | President & CEO; Director | Oct 2022–present; Director since 2022 | Led Transformative merger with Physicians Realty Trust; portfolio optimization and balance sheet focus |
| Healthpeak Properties | President & CIO | Jan 2020–Oct 2022 | Oversaw investments, underwriting, asset management, capital markets |
| Healthpeak Properties | EVP & CIO | Mar 2018–Dec 2019 | Led investment strategy pre-CEO transition |
| Welltower (NYSE: WELL) | EVP & CIO; EVP–Investments | 2012–2017 (WELL roles 2001–2017) | Senior investment leadership in healthcare REIT sector |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Nareit | Executive Board Member | Current | Industry leadership and governance engagement |
| Other public company boards | — | — | None disclosed |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Base Salary | $750,000 |
| Perquisites/Other | $27,443 (401(k) match $13,800; wellness $500; executive medical $4,200; financial planning $8,943) |
| 2024 Total Compensation (SCT) | $8,465,882 |
No individual employment agreement; compensation program designed and overseen by an independent committee with an independent consultant (Ferguson Partners). Anti-hedging/anti-pledging and a clawback policy are in place.
Performance Compensation
2024 Short-Term Incentive Plan (STIP) — CEO
| Metric | Weight | Target/Scoring Detail | 2024 Outcome | Payout vs Target |
|---|---|---|---|---|
| Normalized FFO/share | 35% | Target set at midpoint of initial guidance | $1.81 | 183.3% |
| Run-Rate Synergies (merger/internalization) | 20% | Based on initial guidance | $53.6M | 200% |
| Corporate Impact Scorecard | 15% | 20 possible points (quant/qual) | 19 points | 150% |
| Individual Performance | 30% | Committee discretion | CEO rated | 150% |
| Result | Value |
|---|---|
| Overall STIP Payout | 171.7% of target |
| Target Bonus | $1,150,000 |
| Actual Bonus Paid (Feb 2025) | $1,974,033 |
Notes:
- Outperformance level (200%) added for financial metrics in 2024 to increase rigor; no changes to target opportunities vs 2023.
2024 Long-Term Incentive Plan (LTIP) — CEO
| Award Type | Weight | Metrics/Hurdles | Vesting | Holding |
|---|---|---|---|---|
| Performance-Based Equity | 60% | Relative TSR (40%): 0% at 25% below mean; 100% at mean; 200% at ≥25% above mean. Net Debt/Adj. EBITDAre (20%): 0% at 6.0x; 100% at 5.5x; 200% at 5.0x. | 3-year cliff (2024–2026) | 1-year post-vesting |
| Service-Based (Retentive) Equity | 40% | Requires 2024 Normalized FFO/share ≥ $1.30 (achieved) | Vests 1/3 annually over 3 years | 1-year post-vesting |
| 2024 CEO LTIP | Target Value | Grant Detail (2/16/2024) |
|---|---|---|
| Total Target-Level LTIP Opportunity | $5,900,000 | |
| Retentive Units Granted | — | 137,532 units; grant date FV $2,166,129 |
| Performance Units Granted | — | Threshold 103,148; Target 206,295; Max 412,590; grant date FV $3,548,277 |
Historical performance plan result:
- 2022–2024 LTIP payout: 71% blended overall (below target), reflecting relative TSR vs defined peer indices.
Equity Ownership & Alignment
Beneficial Ownership (as of March 4, 2025)
| Holder | Shares Beneficially Owned | Options/RSUs/PIUs Convertible ≤60 days | % of Class |
|---|---|---|---|
| Scott M. Brinker | 190,526 | 128,189 | <1% |
Policies and alignment:
- CEO stock ownership guideline: 10x base salary; all NEOs subject to guidelines met requirements as of May 15, 2024.
- Anti-hedging and anti-pledging policy for directors/officers/employees; insider trading policy with pre-clearance.
- One-year post-vesting holding period on LTIP awards.
Vesting and outstanding equity (12/31/2024):
| Grant Date | Type | Unvested Units | Market Value |
|---|---|---|---|
| 02/16/2024 | Service-Based | 137,532 | $2,787,774 |
| 02/16/2024 | Performance (Unearned) | 412,590 | $8,363,199 |
| 02/15/2023 | Service-Based | 60,398 | $1,224,267 |
| 02/15/2023 | Performance (Unearned) | 135,894 | $2,754,571 |
| 02/10/2022 | Service-Based | 12,331 | $249,949 |
| 02/10/2022 | Performance (Unearned) | 39,398 | $798,597 |
Recent vesting:
- 2024 vested equity: 106,233 units; value realized $1,816,033 (subject to 1-year post-vest holding).
Employment Terms
Severance and Change-in-Control (CIC)
| Plan | CEO Cash Multiple | Health Coverage Cash | Bonus Treatment | Equity Treatment | Notes |
|---|---|---|---|---|---|
| Executive Severance Plan (non-CIC) | 3x (base + greater of target bonus or 3-yr avg) | 3 years | Prorated; based on actual performance (individual portion at Committee discretion) | Service-based continue 24 months then fully vest; performance-based continue per terms | No individual employment agreements; best practice plan design |
| Executive CIC Severance Plan (double-trigger; within 2 years post-CIC) | 3x (base + greater of target or 3-yr avg) | 3 years | Prorated at greater of target or 3-yr avg | Continue per terms; retentive awards accelerate if not assumed/continued (see plan) | No tax gross-ups; confidentiality, non-solicit, and non-compete during payout period |
Estimated CEO payout examples (assumes 12/31/2024 and stock $20.27):
| Scenario | Cash Severance | Health/Life | Equity Acceleration | Total |
|---|---|---|---|---|
| CIC + qualifying termination | $9,334,518 | $132,590 | $4,261,990 | $13,729,098 |
| Termination without cause (non-CIC) | $9,334,518 | $132,590 | $11,996,759 | $21,463,867 |
Clawback:
- Company will seek recovery of incentive compensation tied to financial metrics for 3 years prior to an accounting restatement, to the extent overpaid.
Restrictive covenants:
- Indefinite confidentiality; non-solicit and non-compete apply for the duration of severance payout period.
Board Governance (Director Service)
| Item | Detail |
|---|---|
| Board Service | Director since 2022; President & CEO; no board committees |
| Independence | Not independent owing to CEO role; all other nominees except CEO and Vice Chair are independent |
| Board Leadership | Independent Chair (Katherine M. Sandstrom); executive sessions of independent directors are held regularly |
| Attendance | 2024 Board meeting attendance: 100% overall; 4 Board meetings; 100% committee attendance (18 meetings) |
| Director Pay | CEO receives no additional director compensation |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Normalized FFO/share | $1.73 | $1.78 | $1.81 |
| Net Income ($mm) | $516.4 | $334.8 | $267.3 |
| Cumulative TSR (2019 base $100) | $82.83 | $69.24 | $75.37 |
Selected 2024 operating achievements:
- Completed transformative merger with Physicians Realty Trust; internalized property management in 14 markets and executed a record >8M SF of leases.
- Delivered $50+ million run-rate synergies (above initial forecast), completed $1.3B of dispositions, and ended Q4 with 5.2x Net Debt/Adjusted EBITDAre.
- 2024 STIP paid above target while 2022–2024 LTIP paid below target, evidencing plan linkage to performance.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 93%; five-year average support: 92%.
Compensation Structure Analysis
- Cash vs Equity Mix: 2024 CEO pay emphasized equity (stock awards $5.7M vs base $0.75M; bonus $1.97M).
- Metrics Rigor Shift: Introduced “Outperformance” (200%) in STIP financial metrics; added leverage to LTIP (20%). For 2025, leverage moved back to STIP and FFO/share weight increased.
- Options: No new stock options; none outstanding as of March 2025 (reduces repricing risk).
- Ownership Alignment: CEO 10x salary guideline met; 1-year post-vesting holding; anti-hedge/pledge policies.
- Clawback: SEC-compliant recovery policy in place.
Risk Indicators & Red Flags
- Golden parachute economics are sizable (e.g., $13.7M CIC double-trigger estimate; $21.5M non-CIC without cause scenario), which can be viewed as retention-positive but a potential overhang in an adverse scenario.
- 2022–2024 LTIP paid below target (71%), reflecting multi-year TSR headwinds; however, 2024 performance trended above-target for newer cycle at year-end.
- Anti-pledging/hedging policies and post-vest holding mitigate short-term selling/hedging risk; insider trading policy with pre-clearance further mitigates compliance risk.
Investment Implications
- Alignment: High equity mix, 10x ownership guideline, post-vest holding, and clawback create strong alignment; anti-pledge/hedge reduces downside misalignment risk.
- Retention and Overhang: Large severance/CIC protections enhance retention during integration and portfolio optimization but represent potential payout overhang in downside events.
- Execution Signal: Above-target 2024 STIP and realized synergy capture indicate operational execution; below-target 2022–2024 LTIP underscores historical TSR pressure—monitor trajectory of 2024–2026 LTIP cycle (tracking above target as of 12/31/24, but not determinative).
- Governance: Dual role (CEO/Director) is mitigated by an independent Chair, independent committees, and strong board attendance and processes, reducing independence and oversight concerns.