Shawn G. Johnston
About Shawn G. Johnston
Executive Vice President and Chief Accounting Officer of Healthpeak Properties, Inc. (NYSE: DOC). Age 45; EVP & CAO since February 2019 after serving as SVP & CAO from August 2017 to January 2019, with prior roles at UDR, Inc. (NYSE: UDR) and Ernst & Young’s real estate audit practice . Continues to lead corporate and property accounting and tax following the April 2025 finance leadership update . Company performance context for incentive alignment: Normalized FFO per share of $1.81 in 2024, Net Debt to Adjusted EBITDAre of 5.2x in Q4 2024, run-rate merger synergies >$50M, and same-store cash NOI growth of 5.4% for the year; record >8M square feet of lease executions . Long-term incentive programs tie payouts to 3-year relative TSR and leverage; 2022–2024 LTIP paid 71% of target, while 2024–2026 is tracking above target as of 12/31/2024 (open performance periods) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Healthpeak Properties, Inc. | EVP & Chief Accounting Officer | Feb 2019–Present | Leads corporate and property accounting and tax; principal accounting officer |
| Healthpeak Properties, Inc. | SVP & Chief Accounting Officer | Aug 2017–Jan 2019 | Built public company accounting leadership post-join |
| UDR, Inc. (NYSE: UDR) | VP – Chief Accounting Officer | Mar 2016–Aug 2017 | Principal accounting officer; improved public REIT reporting; served as Interim PFO Jun–Dec 2016 |
| UDR, Inc. (NYSE: UDR) | VP – Controller | Sep 2013–Mar 2016 | Led controllership; public company close and controls |
| American Residential Communities LLC | Chief Accounting Officer | Aug 2010–Aug 2013 | Led accounting at residential real estate company |
| Ernst & Young LLP | Audit – Real Estate | Oct 2002–Aug 2010 | Audited real estate companies; technical GAAP expertise |
External Roles
None disclosed in company filings for Johnston (no public company directorships noted) .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base salary | Not disclosed for Johnston | The proxy’s Summary Compensation Table and CD&A list NEOs (CEO, CFO, COO, CDO, CIO) only; Johnston is an EVP but not a Named Executive Officer, so individual cash compensation amounts are not provided . |
| Target bonus % | Not disclosed for Johnston | Executive STIP exists (see Performance Compensation); specific CAO targets not disclosed as non-NEO . |
| Actual bonus paid | Not disclosed for Johnston | NEO payouts disclosed; CAO payout not disclosed . |
Performance Compensation
Company’s 2024 executive incentive plan design (applies to NEOs and forms the template for EVP incentives; Johnston’s specific targets/payouts are not disclosed):
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Normalized FFO per share | 35% | Set at mid-point of initial 2024 guidance | $1.81 | 183.3% of target |
| Run-Rate Synergies (merger/internalization) | 20% | Based on initial guidance/business outlook | $53.6M | 200% of target |
| Corporate Impact Scorecard | 15% | 20-point framework | 19 points | 150% of target |
| Individual Performance | 30% | Discretionary (0–150% for NEOs) | Not applicable to Johnston in proxy | Not disclosed for Johnston |
Long-term equity incentive (LTIP) structure used in 2024:
- Performance-based (60% of LTIP): 3-year relative TSR vs select healthcare REIT peers and compensation peer group (40% of overall LTIP) and Net Debt to Adjusted EBITDAre leverage (20% of overall LTIP); vesting based on threshold/target/high hurdles, with 1-year post-vesting holding period for NEOs .
- Retentive/service-based (40% of LTIP): 3-year ratable vesting, subject to a minimum 2024 Normalized FFO per share hurdle of $1.30, achieved for 2024 grants .
Three-year LTIP performance status:
| Performance Period | Status as of 12/31/2024 |
|---|---|
| 2022–2024 | 71% blended payout, below target |
| 2023–2025 | Tracking below target (open) |
| 2024–2026 | Tracking above target (open) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | Not disclosed for Johnston; beneficial ownership table lists directors and NEOs only . |
| Stock ownership guidelines | Executive Officers (non-NEOs) must hold 3x base salary; CEO 10x; other NEOs 6x. Tested annually on May 15; disclosure states NEOs met guidelines in 2024 (non-NEO compliance not detailed) . |
| Hedging/pledging policy | Company prohibits hedging (e.g., collars, swaps) and pledging/margin accounts for officers and employees; reduces misalignment and forced sales risk . |
| Clawback policy | Mandatory clawback of incentive comp for restatements due to material noncompliance with reporting requirements (last three fiscal years) . |
| Options outstanding | Company has not awarded stock options since 2014; none outstanding as of March 2025 . |
| LTIP post-vesting hold | 1-year holding period on LTIP awards for NEOs; policy promotes alignment and tempers near-term selling pressure; non-NEO treatment not specified . |
Recent insider equity transactions (Form 4):
| Date | Security | Transaction Code | Quantity | Instrument Detail |
|---|---|---|---|---|
| 2/1/2024 | LTIP Units (profits interests in Healthpeak OP, LLC) | A (grant/allocation) | 7,680 | Convertible to OP Units then to common stock; no expiration |
| 2/1/2024 | LTIP Units (profits interests) | A (grant/allocation) | 1,165 | Convertible; no expiration |
Notes: LTIP Units are designed to qualify as “profits interests” for U.S. federal income tax purposes and are ultimately exchangeable 1:1 into common stock via OP Units, subject to applicable vesting and capital account conditions .
Employment Terms
| Provision | Executive Severance Plan (no CIC) | Change-in-Control Severance Plan (CIC) |
|---|---|---|
| Eligibility | Executives selected by Compensation Committee; includes NEOs and officers | All current officers are participants |
| Severance multiple | CEO 3x; CFO/COO/CDO/CIO 2x of base salary + greater of target annual bonus or 3-year average; CAO multiple not individually enumerated in proxy | CEO 3x; CFO/COO/CDO/CIO 2.5x of base salary + greater of target bonus or 3-year average; CAO tier not individually enumerated in proxy |
| Health benefits | Cash in lieu of COBRA premiums: 3 years (CEO); 2 years (CFO/COO/CDO/CIO) | Cash in lieu of COBRA premiums: 3 years (CEO); 2.5 years (CFO/COO/CDO/CIO) |
| Bonus in year of termination | Prorated annual bonus based on actual performance; individual performance portion at Committee discretion | Prorated annual bonus based on greater of target-level or 3-year average |
| Equity—service-based awards | Continue vesting for 24 months; remaining unvested portion then fully vests | Continue vesting per terms; accelerated if awards are not assumed/continued in CIC |
| Equity—performance-based awards | Continue per terms with performance measurement at period end | Performance period shortens and vests at CIC based on shortened period performance; double trigger CIC severance requires termination without cause/for good reason within two years post-CIC |
| Restrictive covenants | Release of claims; post-termination confidentiality, non-solicitation, and non-competition covenants | Release of claims; confidentiality; non-solicitation and non-competition for severance payout period; no tax gross-ups |
Compensation Peer Group (for pay benchmarking and TSR comparator sets)
| 2024 Compensation Peer Group |
|---|
| Alexandria Real Estate Equities, Inc.; AvalonBay Communities, Inc.; BXP, Inc.; Equity Residential; Healthcare Realty Trust Inc.; Host Hotels & Resorts, Inc.; Kimco Realty Corporation; Medical Properties Trust, Inc.; Omega Healthcare Investors, Inc.; Realty Income Corporation; Regency Centers Corporation; UDR, Inc.; Ventas, Inc.; Welltower Inc. |
Notes: For 2025, Medical Properties Trust removed and W.P. Carey added; relative TSR measurement sets also include weighted healthcare REIT peers (e.g., ARE, HR, VTR, BXP, KRC, WELL, OHI) .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support: 93% approval for 2024 compensation; 5-year average support 92% .
- Compensation remains pay-for-performance focused, with limited fixed/discretionary components and independent consultant oversight (Ferguson Partners Consulting) .
Equity Ownership & Alignment Details Summary
- Strong alignment policies: anti-hedging, anti-pledging, clawback; robust stock ownership requirements (3x base salary for non-NEO executive officers) .
- Limited near-term selling pressure: no stock options outstanding; LTIP awards for NEOs include 1-year post-vesting hold; profits interest LTIP Units convert into stock via OP Units, aligning value with stock performance .
Risk Indicators & Red Flags
- No pledging allowed (policy-based), reducing margin call risk .
- No tax gross-ups under severance/CIC plans (shareholder-friendly) .
- Clawback policy in place for restatements .
- Company LTIP 2022–2024 paid below target (71%), reinforcing performance sensitivity; 2024–2026 tracking above target but remains open (no prediction implied) .
Employment & Contract Considerations
- CIC plan is double-trigger (requires termination within two years post-CIC), with accelerated vesting mechanics for performance awards based on shortened performance periods .
- Severance plan standardization avoids guaranteed employment contracts; replaces individual agreements with standardized protections, including non-compete/non-solicit provisions .
Investment Implications
- Alignment: Johnston’s role as principal accounting officer and participation in companywide ownership/anti-hedging/anti-pledging policies indicate strong governance and reduced forced-selling risk; profits-interest LTIP structure ties long-term value to stock performance .
- Retention: Standardized severance/CIC terms and service-based vesting promote retention; no tax gross-ups and double-trigger CIC mechanics mitigate windfall risk .
- Performance signal: Company STIP outperformance on financial and synergy metrics, with LTIP payouts directly linked to relative TSR and leverage, suggests well-structured incentives; however, Johnston-specific cash comp and payouts are not disclosed, limiting precision in pay-for-performance calibration at the individual level .
- Continuity: April 2025 CFO transition explicitly maintains Johnston’s leadership over accounting and tax, signaling operational continuity in financial reporting and controls .