Andrew E. Loope
About Andrew E. Loope
Andrew E. Loope, age 55, was appointed Executive Vice President, General Counsel, and Secretary effective January 1, 2025 after serving as Senior Vice President, Corporate Counsel, and Secretary since joining Healthcare Realty in July 2008; prior to joining, he practiced at the Waller Lansden (now Holland & Knight) law firm . For 2025 his base salary is $450,000 and he participates in the EVP incentive programs; the company’s pay-for-performance framework centers on normalized FFO per share, same-store revenue/NOI growth, multi-tenant occupancy, ESG, and multi-year TSR metrics . Company-level 2024 performance used in incentive determinations included: normalized FFO per share actual $1.56 (vs. $1.57 target), multi-tenant occupancy growth 149 bps (vs. 130 bps target), same-store revenue growth 2.15% (vs. 2.50% target), and same-store NOI growth 2.90% (vs. 3.00% target) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Healthcare Realty Trust | Senior Vice President, Corporate Counsel & Secretary | 2008–2024 | Led corporate legal and governance; prepared and executed governance disclosures and proxy materials . |
| Waller Lansden (now Holland & Knight) | Attorney | Prior to 2008 | Brought external healthcare real estate legal expertise into HR’s in-house team . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships or external committee roles disclosed. |
Fixed Compensation
| Item | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $325,000 | $450,000 | 2024 rate through Dec 31, 2024; EVP rate from Jan 1, 2025 . |
| EVP Cash Incentive Target (Multiple of Base) | — | 1.8x | EVP cash metrics weighting: FFO (35%), Same-store NOI (30%), ESG (5%), Individual (30%) . |
| Perquisites Cap ($) | — | $15,000 | Reimbursement for supplemental life/disability insurance capped at $15,000 annually . |
Performance Compensation
Annual Cash Incentive Structure (EVP)
| Metric | Weighting (EVP) | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| Normalized FFO per share | 35% | $1.53 | $1.57 | $1.61 | $1.56 . |
| Multi-tenant occupancy growth | 18.75% | 60 bps | 130 bps | 200 bps | 149 bps . |
| Same-store revenue growth | 15.00% | 1.50% | 2.50% | 3.50% | 2.15% . |
| Same-store NOI growth | 15.00% | 2.50% | 3.00% | 4.25% | 2.90% . |
| ESG performance | 7.50% | Qualitative | Qualitative | Qualitative | Target achieved; EVP ESG payout set at 0.135x base salary . |
| Individual performance | 30.00% | 0.225x base | 0.450x base | 0.900x base | EVP-specific awards disclosed for other executives; Andrew did not have 2024 EVP individual metrics . |
Long-Term Equity Incentives
| Award Type | Measurement Period | Vesting | Weighting | Performance Ranges/Peer Set |
|---|---|---|---|---|
| OP Units (Performance-based) | 3 years (2024–2026) | Additional 2-year ratable vest after performance certification | 70% of LTI | Metrics: Relative TSR (25%), FAD/sh (20%), 3-yr multi-tenant occupancy (15%), dividend payout ratio (10%); TSR peer group: FTSE NAREIT healthcare REITs (CareTrust, CHCT, DHC, PEAK, GMRE, LTC, MPW, NHI, OHI, SBRA, UHR, VTR, WELL) . |
| Retention Restricted Stock (Time-based) | — | 5 years ratable (60% at year 3; 20% at years 4 and 5) | 30% of LTI | Aligns retention with long-term shareholder value; forfeitable if voluntary departure/for cause . |
| TSR Modifiers | 3-year absolute TSR | — | — | Absolute TSR ≤ -10% reduces award by 25%; ≥ +30% increases award by 25% . |
Status of Prior Awards (context)
| Grant | Outcome at 12/31/24 | Notes |
|---|---|---|
| 2022 RSUs | Below threshold on all metrics; no payout | Context for NEO cohort; performance period completed . |
| 2023 OP Units | Below target (in-progress) | 67% complete at YE 2024 . |
| 2024 OP Units | At target (in-progress) | 33% complete at YE 2024 . |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 163,433 | Includes restricted stock; <1% of outstanding common shares (350,996,169) . |
| Ownership guidelines (EVP) | 3x base salary required | Applies to all EVPs; counts restricted and unrestricted shares; 5-year compliance window . |
| Compliance multiple (as of Mar 5, 2025) | 6.07x | Exceeds requirement; calculated by fair market value of holdings vs base salary . |
| Hedging/pledging | Prohibited | Insider Trading Policy bans short sales, options trading, hedging, and pledging of Company securities; pre-clearance and quarterly blackout apply . |
| Elective deferral program | Available | NEOs may defer up to 25% of base salary into restricted stock with Company match: 1.3x (3 yrs), 1.5x (5 yrs), 2.0x (8 yrs); forfeitable on voluntary departure/for cause . |
Employment Terms
| Provision | Term | Details |
|---|---|---|
| Agreement term | Through Dec 31, 2025; auto-renews annually | Automatic one-year renewal each Dec 31 unless terminated . |
| Base salary | $325,000 (through Dec 31, 2024); $450,000 from Jan 1, 2025 | EVP rate from Promotion Date; paid semi-monthly . |
| Termination definitions | Double-trigger CIC | “Termination Upon a Change in Control” requires termination within 12 months of a CIC and “Termination Other Than For Cause” (no single trigger) . |
| Severance (without cause) | Cash + bonus | 18 months of base salary plus the greater of 2x average annual bonus (last two years) or 2x threshold bonus; threshold floor for 2025 set at not less than $435,375; pro-rated bonus if ≥ half of period worked; COBRA continuation permitted . |
| Severance (CIC) | Enhanced cash + vesting | Lump-sum: 3x base salary plus greater of 2x average annual bonus or 2x target bonus (target floor not less than $810,000 for early 2025 until target set), plus pro-rated bonus; full vesting of awards under incentive plans . |
| Equity vesting on termination | Full vesting (NFF/CIC), prorated change adopted in 2025 | Company revised 2025 OP Unit/RSU forms: on termination without cause, awards remain outstanding to end of performance period and vest based on actual performance, prorated; CIC deemed earned at greater of target or actual at time of CIC . |
| Non-compete | During severance period or 1 year post-CIC | Nationwide scope; exceptions for <2% public stock ownership; annual disclosure of certain outside holdings; non-solicit of tenants/customers/employees . |
| Clawback | In force | NYSE-compliant Policy for Recovery of Erroneously Awarded Compensation adopted Oct 30, 2023; officer expressly acknowledges policy . |
| Indemnification | Broad | Company indemnifies to maximum extent under Maryland law; advances legal expenses . |
| Release/arbitration | Required for severance | Severance and vesting contingent on execution of general release; arbitration in Nashville under AAA rules; post-termination consulting up to 25 hrs/month while severance paid, at least one year . |
Investment Implications
- Alignment: Double-trigger CIC, no excise tax gross-ups (modified 280G “better-of” cutback), and long vesting periods indicate strong shareholder alignment; Andrew exceeds 3x ownership guidelines at 6.07x, and corporate policy prohibits hedging/pledging—mitigating misalignment and insider selling pressure .
- Performance linkage: EVP cash incentives (target 1.8x base) are tied to FFO, same-store growth, occupancy, ESG, with multi-year TSR for equity awards—2024 actuals were near targets on FFO/NOI and above target on occupancy, supporting incentive credibility .
- Retention and risk: Five-year restricted stock vesting and 3+2 performance/vesting on OP Units, plus 2025 change to prorate vesting on no-cause terminations, reduce windfalls and encourage tenure, but also limit accelerated vesting that can trigger selling pressure; non-compete’s nationwide scope and required consulting add retention hooks .
- Governance feedback: Say-on-pay approval fell to 75.3% in 2024 (vs. ~95.1% average prior five years), prompting simplification and heavier TSR focus in 2025—watch for evolving metrics and potential pay structure adjustments that could affect future payouts and retention economics .
Overall: Andrew E. Loope’s compensation structure, ownership, and contract terms point to high alignment and moderate severance protection, with policies designed to curb hedging/pledging and encourage long-term performance-based wealth accumulation, reducing trading-signal risk from forced selling while keeping incentives tied to FFO, occupancy, and TSR .
