Tracy A. Porter
About Tracy A. Porter
Executive Vice President and General Counsel at Healthpeak Properties, Inc. (NYSE: DOC) since March 2025; age 47. Prior roles include Senior Vice President – Deputy General Counsel (Jan 2023–Mar 2025), Senior Vice President – Associate General Counsel (Jan 2021–Sep 2022), Senior Vice President – Legal, Real Estate Transactions (Jan 2019–Dec 2020), and Vice President – Legal (Aug 2013–Jan 2019). She also served as General Counsel of McCourt Partners Real Estate (Oct 2022–Jan 2023) and previously practiced in the Real Estate group at Latham & Watkins LLP . Her promotion to EVP & GC was disclosed in the Board’s 2025 proxy letter, and she has executed corporate filings in this capacity (e.g., April 7, 2025 8‑K signature) . Company performance context for incentive alignment: 2024 Diluted FFO as Adjusted per share $1.81; Net Debt/Adjusted EBITDAre 5.2x (Q4 annualized); merger‑combined same-store cash (Adjusted) NOI growth 5.4% .
Past Roles
| Organization | Role | Years |
|---|---|---|
| Healthpeak Properties, Inc. | EVP & General Counsel | Mar 2025–Present |
| Healthpeak Properties, Inc. | SVP – Deputy General Counsel | Jan 2023–Mar 2025 |
| McCourt Partners Real Estate | General Counsel | Oct 2022–Jan 2023 |
| Healthpeak Properties, Inc. | SVP – Associate General Counsel | Jan 2021–Sep 2022 |
| Healthpeak Properties, Inc. | SVP – Legal, Real Estate Transactions | Jan 2019–Dec 2020 |
| Healthpeak Properties, Inc. | VP – Legal | Aug 2013–Jan 2019 |
| Latham & Watkins LLP | Attorney, Real Estate practice | Prior to 2013 (dates not specified) |
External Roles
No public company directorships or external board roles disclosed in the 2025 proxy .
Fixed Compensation
- No individual employment agreement policy: Healthpeak uses standardized Executive Severance and Change‑in‑Control plans instead of individual executive employment contracts for officers, emphasizing pay-for-performance flexibility .
- Perquisites (program-level): Executive medical exams and financial planning services added in 2024 at modest levels; executives also eligible for broad-based wellness stipends (Get Fit, Compt) .
- Say-on-pay support: 93% approval for 2024 compensation; five-year average 92%, signaling broad investor support for the compensation framework .
Performance Compensation
2024 STIP (Annual Incentive) – Company Framework and Results
| Metric | Weight | Target | Outcome | Payout |
|---|---|---|---|---|
| Normalized FFO per share | 35% | Set at mid-point of initial 2024 guidance | $1.81 | 183.3% |
| Run-rate synergies (merger/internalization) | 20% | Established per initial 2024 guidance | $53.6M | 200% |
| Corporate Impact scorecard | 15% | Scorecard (20 points) | 19 points | 150% |
| Individual performance | 30% | Committee assessment | N/A (exec-specific) | Up to 150% per policy |
Notes:
- “Outperformance” 200% payout level added for financial metrics in 2024; payouts capped per plan design .
- STIP metrics and weights apply to executive officers; individual payouts for Ms. Porter are not disclosed (she was not a 2024 NEO) .
2024 LTIP (Long-Term Incentives) – Structure and Hurdles
| Component | Weight | Performance/Hurdle | Payout Mechanics | Vesting/Hold |
|---|---|---|---|---|
| Relative TSR vs selected healthcare REITs and compensation peers | 40% | Threshold: 25% below peer mean = 0%; Target: at peer mean = 100%; High: ≥25% above peer mean = 200% | Linear interpolation; 0–200% earned | 3-year cliff (2024–2026), then 1-year post-vest holding (tax withholding settlement excepted) |
| Net Debt to Adjusted EBITDAre | 20% | Threshold: 6.0x = 0%; Target: 5.5x = 100%; High: 5.0x = 200% | Linear interpolation; 0–200% earned | 3-year cliff (2024–2026), then 1-year post-vest holding |
| Service-based RSUs/PIUs (with annual performance hurdle) | 40% | Requires 2024 Normalized FFO/share ≥ $1.30 (achieved) | Time vesting (no TSR link) | 1/3 annually over 3 years; 1-year post-vest holding |
Program observations:
- No stock options outstanding for executives as of March 2025; Company has not awarded options since 2014 (reduces repricing risk) .
- 2022–2024 LTIP paid 71% overall on relative TSR components, demonstrating downside variability when TSR underperforms peers .
Equity Ownership & Alignment
| Policy/Practice | Detail |
|---|---|
| Executive stock ownership guidelines | EVP-level (non-NEO) requirement: 3x base salary; NEOs (other than CEO) 6x; CEO 10x. Tested annually each May 15 . |
| Anti‑hedging | Prohibits hedging transactions (e.g., collars, swaps, exchange funds) by directors, officers, employees (and applicable family members) . |
| Anti‑pledging | Prohibits holding DOC securities in margin accounts or pledging as collateral (mitigates forced sales) . |
| Clawback policy | Recovery of incentive compensation tied to financial metrics for three prior fiscal years if a material restatement occurs (no exceptions noted) . |
| Beneficial ownership disclosure | Ms. Porter’s specific shareholdings are not listed in the Security Ownership table (NEOs and directors are detailed); thus, individual ownership amounts are not disclosed in the proxy . |
| Section 16 compliance | Company reports all 2024 Section 16 reports timely for officers/directors, with one late Form 4 for John T. Thomas; no delinquency disclosed for Ms. Porter . |
Employment Terms
| Plan/Policy | Trigger | Key Economics | Equity Treatment | Restrictive Covenants |
|---|---|---|---|---|
| Executive Severance Plan | Company without cause / executive for good reason (non‑CIC) | Standardized severance; CEO 3x (base + bonus), select NEOs 2x; cash in lieu of COBRA (3 yrs CEO; 2 yrs for select NEOs); prorated annual bonus at actuals. Participation is for those selected by the Committee (NEOs included) | Service-based awards continue to vest for 24 months, then remaining unvested portion vests; performance-based awards continue per terms | Release required; post-termination confidentiality, non-solicit, and non-compete during payout period |
| Executive CIC Severance Plan (double trigger) | CIC + termination without cause/for good reason within 2 years | All current officers participate; CEO 3x; select NEOs 2.5x (base + bonus); cash in lieu of COBRA (3 yrs CEO; 2.5 yrs select NEOs); prorated annual bonus at target or 3‑yr average | Performance-based awards: performance determined on shortened period at CIC and vest; service-based awards continue unless termination (then accelerate) or if not assumed/continued in transaction | Release required; confidentiality and post-termination non-solicit/non-compete during payout period; no excise tax gross-ups |
Notes:
- All current officers are participants in the CIC Plan; the Severance Plan covers executives selected by the Committee (NEO coverage explicitly noted; officer-by-officer inclusion beyond NEOs is not specified in the proxy) .
Compensation Committee, Peer Group, and Shareholder Feedback
- Compensation oversight by an independent Compensation & Human Capital Committee; independent consultant (Ferguson Partners Consulting) advises on market practices .
- 2024 compensation peer group (select S&P 500 REITs) includes: ARE, AVB, BXP, EQR, HR, HST, KIM, MPW, OHI, O, REG, UDR, VTR, WELL; peer set updated to better align with size/focus (e.g., HR added; MPW removed for 2025, WPC added) .
- The Committee reviews peer data but does not benchmark to a fixed percentile; pay decisions reflect business judgment and pre-set objectives for quantitative metrics .
- Say‑on‑pay support: 93% for 2024; 5-year average 92% (supports stability of framework) .
Risk Indicators & Red Flags
- No options outstanding and no repricing/buyouts (limits leverage to stock price declines) .
- No tax gross-ups on severance or CIC benefits; anti-hedging and anti-pledging in force .
- Robust clawback policy tied to restatements .
- Related person transactions require Audit Committee review and must be on arm’s-length terms; no Tracy-specific related party items disclosed .
- Insider reporting compliance: no delinquency disclosed for Ms. Porter .
Investment Implications
- Incentive alignment appears solid for a legal executive: STIP emphasizes Normalized FFO/share and merger synergy delivery; LTIP emphasizes multi-year relative TSR and leverage discipline (Net Debt/Adj EBITDAre), with mandatory post-vest holding, anti-hedging/pledging, and meaningful stock ownership guidelines (3x base for non-NEO executive officers) .
- Retention risk is mitigated by 3-year vesting and double-trigger CIC protections for all officers, while lack of an individual employment agreement preserves flexibility and pay-for-performance discipline; no tax gross-ups reduce shareholder unfriendly optics .
- As a newly appointed EVP & GC (Mar 2025), Ms. Porter’s individual pay levels and insider trading cadence are not disclosed in the proxy; monitoring future Form 4 filings and the 2026 proxy will be important to assess selling pressure, ownership accumulation vs. guideline, and any role-specific performance modifiers .
- Broad investor support (93% say‑on‑pay) and transparent metrics/payouts reduce governance overhang; performance-based LTIP with demonstrated downside variability (71% payout for 2022–2024) suggests real alignment to shareholder returns .
Sources: 2025 DEF 14A (filed Mar 12, 2025) and Company 8‑K filings as cited.