Donald C. Wood
About Donald C. Wood
Donald C. Wood (age 64) is an independent director of Healthcare Realty Trust Incorporated (HR) since 2024. He is President and Chief Executive Officer of Federal Realty Investment Trust, a role held since 2003, and previously served as Federal Realty’s President, COO, and CFO; he is a CPA licensed in New Jersey. Prior public company board service includes Quality Care Properties and Post Properties, and he served as Chair of the Board of Trustees of Nareit in 2012 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Realty Investment Trust | President; COO; CFO (prior); CEO | CEO since 2003; prior roles before 2003 | 25 years REIT leadership; CFO expertise; governance experience |
| Nareit | Chair, Board of Trustees | 2012 | Industry leadership; governance credibility |
| Quality Care Properties | Director (prior) | Not disclosed | Public company director experience |
| Post Properties | Director (prior) | Not disclosed | Public company director experience |
External Roles
| Organization | Role | Since/Timing | Notes |
|---|---|---|---|
| Federal Realty Investment Trust | Chief Executive Officer | Since 2003 | Also previously President, COO, CFO; CPA (NJ) |
| Nareit | Chair, Board of Trustees | 2012 | Industry network and governance |
Board Governance
- Committee assignments: Capital Allocation Committee member (not Chair) .
- Independence: Board determined all directors except the Interim CEO (Constance Moore) are independent; Wood is independent .
- Attendance: Board held 29 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: 17 independent director executive sessions in 2024; presided over by the independent Chair .
- Board refresh: Wood was one of three “New Directors” appointed December 8, 2024 under a Cooperation Agreement with Starboard Value LP; all three were nominated for re‑election in 2025 .
| Governance Item | Detail |
|---|---|
| Board Chair | Independent Chair: Thomas N. Bohjalian |
| Committee(s) | Capital Allocation Committee (member) |
| Committee activity | Capital Allocation Committee met 10 times in 2024 |
| Independence | Independent director (per NYSE standards) |
| Attendance | ≥75% of meetings in 2024 for each director |
| Executive sessions | 17 sessions held in 2024 |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Non-employee director |
| Independent Chair add’l retainer | $150,000 | Not applicable to Wood |
| Committee chair fees | Audit $30,000; Comp & Human Capital $22,500; Nominating & Gov $22,500; Capital Allocation $22,500 | Wood is not a chair |
| Committee member fees | Audit $10,000; Comp & Human Capital $7,500; Nominating & Gov $7,500; Capital Allocation $7,500 | Wood is a Capital Allocation member |
| Meeting fees | $1,500 per meeting after 6 meetings in 2024 and after 10 in 2025 | Applicable thresholds |
| 2024 actual (Wood) | $0 fees or stock awards (appointed 12/8/2024) | Onboarded late 2024 |
Performance Compensation
- Equity grant: Annual restricted shares with market value $135,000 granted at the annual meeting; one-year restriction, forfeiture and transfer limitations; full stockholder rights during restriction .
- Optional deferral: Directors may elect to take cash retainer as restricted stock with a 1.1x multiple and one-year vest .
- No director performance metrics: Non-employee director compensation is time-based; no TSR/financial metric link disclosed for director equity .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| Federal Realty Investment Trust | CEO | External REIT leadership; potential time-commitment consideration |
| Quality Care Properties | Director (prior) | Prior public company board |
| Post Properties | Director (prior) | Prior public company board |
Starboard Value LP Cooperation Agreement: HR appointed Wood, David Henry, and Glenn Rufrano on 12/8/2024; Starboard agreed to vote for Company nominees and adhere to standstill provisions until specified future dates. Activist involvement is a governance signal and can influence capital allocation and board dynamics .
Expertise & Qualifications
- Executive leadership and capital allocation acumen from 25 years at a leading retail REIT; prior CFO experience and CPA credential .
- Core skills noted by HR: Executive Leadership; Real Estate; Corporate Finance .
- Not designated an Audit Committee Financial Expert (ACFE) at HR; ACFE designees are Ajay Gupta (Chair), Nancy Agee, and Jay Leupp .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Donald C. Wood | 5,900 | <1% | As of March 27, 2025 |
| Director ownership guidelines | 3x annual retainer required (counts restricted & unrestricted; 5-year compliance window) | Directors must hold stock equal to 3× retainer | |
| Compliance status (as of 3/27/2025) | Not yet in compliance (new director); exceptions noted for Henry, Rufrano, and Wood | 5-year window to comply | |
| Anti-hedging/pledging | Company Insider Trading Policy prohibits hedging, short sales, options trading, and pledging; pre-clearance required; trading blackouts apply | Alignment safeguard |
Governance Assessment
- Board effectiveness: Wood strengthens capital allocation oversight as a member of the Capital Allocation Committee (10 meetings in 2024) with deep REIT leadership and CFO experience; HR maintains separation of Chair and CEO, frequent executive sessions, and robust risk oversight processes .
- Independence & engagement: Affirmed independent; attendance threshold met; skill matrix highlights corporate finance and governance competencies; adds seasoned external perspective during HR’s CEO transition .
- Compensation alignment: Director pay is standard REIT structure with cash retainer, committee fees, and time-based equity; no performance-linked director equity; Wood earned no 2024 fees due to late appointment, reducing near-term conflict concerns around compensation .
- Ownership alignment: Currently below 3× retainer guideline as of 3/27/2025 with 5-year compliance runway; insider policy prohibits pledging/hedging, mitigating alignment risks .
- Potential conflicts or red flags:
- External CEO role: Time-commitment risk exists, but FRT’s retail focus is distinct from HR’s healthcare assets, limiting competitive conflicts; monitor any business dealings between HR and entities where Wood has interests—HR disclosed no related-party transactions in 2024 .
- Activist dynamics: Appointment under Starboard settlement can be positive for capital discipline but warrants monitoring for short-termism; agreement includes standstill and support for Company nominees through the specified window .
- Say-on-Pay sentiment: 2024 say-on-pay approval at 75.3% (below prior 5-year average 95.1%) led to simplification of incentives and TSR-only equity metrics in 2025; implies active shareholder scrutiny of pay, though this targets executive compensation rather than director pay .
Overall: Wood’s CFO/CEO background and CPA credential enhance HR’s capital allocation governance amid board refresh and CEO transition. Independence is clear; compensation and insider policies reduce alignment risks; primary monitoring areas are time-commitment as an external CEO and activist-linked dynamics through the Starboard agreement .
