David B. Henry

About David B. Henry

Independent director at Healthcare Realty Trust (HR) since 2024; age 76. Retired CEO of Kimco Realty (CEO 2009–2016; also Vice Chairman 2001–2016; President 2008–2014). Former Senior Vice President and Chief Investment Officer of GE Capital Real Estate and Chairman of GE Capital Investment Advisors (1978–2001). Designated skills: Real Estate, Executive Leadership, Corporate Governance. The Board has affirmatively determined he is independent (all directors and nominees except the interim CEO are independent). He was appointed to HR’s Board on December 8, 2024 as part of a cooperation agreement with Starboard Value.

Past Roles

Organization	Role	Tenure	Committees/Impact
Kimco Realty Corporation	Chief Executive Officer; Vice Chairman; President	CEO Nov 2009–Jan 2016; Vice Chairman May 2001–Jan 2016; President Nov 2008–Aug 2014	Led large U.S. REIT; deep capital markets/real estate operating experience
GE Capital Real Estate / GE Capital Investment Advisors	SVP & Chief Investment Officer; Chairman	1978–2001	Institutional real estate investing and governance experience

External Roles

Organization	Role	Tenure	Notes
Tanger Inc. (public REIT)	Director	Since 2016	Current public company directorship
Peaceable Street Capital (private)	Co‑founder & Director	Not disclosed	Private specialty finance; no HR related-party transactions disclosed for 2024
Healthpeak Properties, VEREIT, Columbia Property Trust	Director (prior)	Prior service	Prior public REIT board experience; not current

Board Governance

Committee assignments: Member, Compensation and Human Capital Committee; Member, CEO Search Committee (formed Nov 2024; chair: Glenn Rufrano; members: Thomas Bohjalian, David Henry, Constance Moore).
Independence: Independent director (Board determined all directors/nominees except the interim CEO to be independent).
Board activity and engagement: Board held 29 meetings in 2024; independent directors held 17 executive sessions; each director attended at least 75% of meetings of the Board and committees on which they served. Chair and CEO roles are separated (independent Chair: Thomas N. Bohjalian).
Activism/cooperation context: Appointed under Cooperation Agreement with Starboard; agreement includes standstill and voting commitments and extends to an early‑2026 timeline (earlier of 15 business days before the 2026 nomination notice deadline or 100 days before the first anniversary of the 2025 meeting).

Committee	Role
Compensation & Human Capital	Member
CEO Search Committee	Member

Fixed Compensation (Director)

Component	Amount/Terms
Annual cash retainer	$80,000 for non‑employee directors
Committee chair fees	Audit $30,000; Compensation $22,500; Nominating & Corporate Governance $22,500; Capital Allocation $22,500
Committee member fees	Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $7,500; Capital Allocation $7,500
Board Chair additional retainer	$150,000 (independent chair)
Meeting fees	$1,500 per meeting after 6 meetings in 2024; after 10 meetings in 2025
Equity grant (annual)	Restricted shares with grant‑date market value $135,000 (generally one‑year restriction)
2024 actual for D. Henry	Cash fees: $0; Stock awards: $0; Total: $0 (appointed Dec 8, 2024)

Notes: Directors may elect to take some/all cash retainer in restricted stock at a 1.1x multiple (one‑year vest).

Performance Compensation (Director)

Performance Metrics	Weighting	Notes
None for directors	—	Director equity is time‑based restricted stock (generally 1‑year restriction); no director performance metrics disclosed

Other Directorships & Interlocks

Category	Details
Current public boards	Tanger Inc. (Director since 2016)
Prior public boards	Healthpeak Properties; VEREIT; Columbia Property Trust
Interlocks	Company discloses no Compensation Committee interlocks among members in 2024
Related‑party transactions	Company reports no related‑party transactions in 2024

Expertise & Qualifications

Highlighted skills: Real Estate; Executive Leadership; Corporate Governance.
Not designated as an “audit committee financial expert” (HR identifies Agee, Gupta, and Leupp as audit committee financial experts).

Equity Ownership

Item	Status
Beneficial ownership (3/27/2025)	0 shares (listed as “—”)
% of outstanding	<1% (company denotes “* less than 1%” for small holders)
Ownership guidelines	Directors: 3x annual retainer; 5 years to comply
Compliance status	As of 3/27/2025, all non‑employee directors and NEOs met guidelines except Henry, Rufrano, and Wood (recent appointees)
Hedging/pledging	Prohibited under Insider Trading Policy; pre‑clearance required; quarterly trading blackouts apply
Section 16(a) compliance	All required reports timely filed in 2024

Governance Assessment

Board effectiveness and value‑add: Brings decades of REIT leadership (Kimco CEO) and institutional real estate investing experience (GE Capital Real Estate), directly relevant to HR’s capital allocation, strategy, and oversight—aligned with his assignments on the Compensation & Human Capital Committee and CEO Search Committee.
Independence and engagement: Affirmatively independent; Board maintained high activity (29 meetings) and frequent executive sessions (17) with at least 75% attendance by each director, supporting robust oversight.
Alignment and incentives: Director pay mix blends cash retainer with time‑based equity; Henry had no 2024 director compensation due to December appointment; directors have 3x retainer ownership guideline with a 5‑year window—Henry not yet in compliance as expected for a new appointee. Hedging and pledging are prohibited.
Conflicts and red flags: No related‑party transactions disclosed for 2024; no Compensation Committee interlocks; timely Section 16 filings. Appointment arose via a cooperation agreement with Starboard Value that includes standstill/voting commitments through an early‑2026 window—material to governance context and investor signaling. 2024 Say‑on‑Pay support was 75.3%, with subsequent simplification of incentive metrics (greater TSR focus) by the Compensation & Human Capital Committee.