Glenn J. Rufrano
About Glenn J. Rufrano
Glenn J. Rufrano (age 75) is an independent director of Healthcare Realty Trust Incorporated (HR), appointed December 8, 2024, and currently chairs the Board’s CEO Search Committee formed in November 2024 . He is Executive Chairman of PREIT (assumed April 1, 2024) and has extensive REIT leadership credentials, including prior CEO experience and broad board service across real estate companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PREIT | Executive Chairman | Assumed April 1, 2024 | Leadership and strategic oversight |
| ICSC | Chairman | 2022–2023 | Industry oversight for international retail real estate community |
| VEREIT, Inc. | Chief Executive Officer | Apr 1, 2015–2021 (merger with Realty Income) | Led post-merger integration and strategic repositioning |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| GSREIT (Goldman Sachs sponsored core property NTR) | Lead Director | Current | Governance oversight for a non-traded real estate investment trust |
| Faropoint Properties | Director | Current | Industrial asset manager board service |
| Ventas, Inc.; Columbia Property Trust, Inc.; Trizec Properties, Inc.; Criimi Mae Inc.; General Growth Properties | Director | Prior | Multiple prior public real estate boards |
Board Governance
- Committee assignment: Chair of CEO Search Committee; not listed on standing committees (Audit; Compensation & Human Capital; Nominating & Corporate Governance; Capital Allocation) .
- Independence: Board affirmatively determined all directors and nominees are independent except Interim CEO Constance Moore; Rufrano is independent under NYSE-aligned categorical standards .
- Board activity and attendance: 29 Board meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Leadership structure: Independent Chair (Thomas N. Bohjalian) and separate CEO role; 17 executive sessions of independent directors in 2024, presided over by the independent Chair .
- Starboard Value cooperation: Rufrano was one of three “New Directors” added under a cooperation agreement with Starboard Value LP on December 8, 2024; Starboard agreed to vote for Company nominees under standstill terms through the 2025–2026 nomination window .
Standing Committee Roster (as of the proxy)
| Committee | Chair | Members |
|---|---|---|
| Audit | Ajay Gupta | Nancy H. Agee; Jay P. Leupp |
| Compensation & Human Capital | Peter F. Lyle, Sr. | Thomas N. Bohjalian; David B. Henry; Christann M. Vasquez |
| Nominating & Corporate Governance | Christann M. Vasquez | Nancy H. Agee; James J. Kilroy |
| Capital Allocation | James J. Kilroy | Thomas N. Bohjalian; Jay P. Leupp; Constance B. Moore; Donald C. Wood |
CEO Search Committee Membership
| Member | Role |
|---|---|
| Glenn J. Rufrano | Chair |
| Thomas N. Bohjalian | Member |
| David B. Henry | Member |
| Constance B. Moore | Member |
Fixed Compensation
HR Director Compensation Structure (May 2024–May 2025 term)
| Component | Amount |
|---|---|
| Annual cash retainer (non-employee director) | $80,000 |
| Independent Chair additional retainer | $150,000 |
| Committee Chair retainers | Audit $30,000; Compensation $22,500; Nominating $22,500; Capital Allocation $22,500 |
| Committee Member retainers | Audit $10,000; Compensation $7,500; Nominating $7,500; Capital Allocation $7,500 |
| Equity grant (annual restricted shares; one-year restriction) | $135,000 grant-date market value, granted at annual meeting |
| Meeting fees | $1,500 per meeting after six meetings in 2024 and after ten meetings in 2025 |
| Optional retainer in stock | Director may elect all/portion of cash retainer in restricted stock with 1.1x multiple, one-year vest |
Rufrano 2024 Director Compensation (as appointed Dec 8, 2024)
| Name | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| Glenn J. Rufrano | $0 | $0 | $0 |
Performance Compensation
- Directors receive annual restricted stock with a one-year restriction period; no director performance metrics are disclosed for equity grants, and directors may elect retainer compensation in restricted stock (1.1x multiple) vesting in one year .
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Current | GSREIT | Lead Director | Goldman Sachs sponsored NTR; governance oversight |
| Current | Faropoint Properties | Director | Industrial real estate manager |
| Current | PREIT | Executive Chairman | Retail regional malls operator |
| Prior | Ventas, Inc. | Director | Healthcare REIT; prior service |
| Prior | Columbia Property Trust, Inc. | Director | Prior service |
| Prior | Trizec Properties, Inc. | Director | Prior service |
| Prior | Criimi Mae Inc. | Director | Prior service |
| Prior | General Growth Properties | Director | Prior service |
Expertise & Qualifications
- Executive leadership, real estate, and corporate finance credentials underpin Board service; Rufrano’s highlighted skills include Executive Leadership, Real Estate, and Corporate Finance .
- Board’s skills matrix emphasizes collective competencies across Finance/Accounting, Risk Management, Capital Markets, and Corporate Governance, which aligns with Rufrano’s background .
Equity Ownership
Beneficial Ownership (as of March 27, 2025)
| Holder | Common Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Glenn J. Rufrano | 10,000 | <1% |
Stock Ownership Guidelines (Directors)
| Requirement | Compliance Window | Rufrano Compliance Status |
|---|---|---|
| 3x annual retainer in HR common stock (restricted and unrestricted count) | 5 years from becoming subject to guideline | Not yet met as of Mar 27, 2025; noted exceptions include Henry, Rufrano, and Wood |
Governance Assessment
- Influence and oversight: Chairing the CEO Search Committee places Rufrano at the center of CEO succession—material for strategic continuity and investor confidence .
- Activism context: Addition via Starboard Value LP cooperation agreement signals activist engagement; Starboard agreed to vote for Company nominees under a standstill, reducing near-term proxy risk while elevating governance scrutiny .
- Independence and controls: Board affirmed Rufrano’s independence; insider trading policy prohibits hedging and pledging, with strict pre-clearance and blackout windows that support alignment and reduce conflict risk .
- Attendance and engagement: Board met 29 times in 2024 with 17 independent executive sessions; directors met minimum attendance thresholds, indicating active oversight cadence .
- Compensation alignment for directors: Standard mix of fixed cash retainers and one-year restricted stock, optional stock elections for retainer with 1.1x multiple; Rufrano earned no fees in 2024 due to late-year appointment, with expected standard grant at the 2025 annual meeting .
- Ownership alignment: Rufrano held 10,000 shares (<1%); he is not yet in compliance with director stock ownership guidelines (3x retainer) but has up to five years to reach compliance—typical for newly appointed directors .
- Conflicts and related parties: Company disclosed no reportable related-party transactions in 2024; related-party policy assigns review to Nominating & Corporate Governance Committee with disinterested Board approvals, mitigating transaction conflicts .
- Say-on-pay signal: 2024 say-on-pay approval was 75.3% versus a five-year average of 95.1%; Compensation Committee responded by simplifying metrics and focusing 2025 equity on TSR performance, signaling responsiveness to investor feedback .
RED FLAGS and Watch Items:
- Stock ownership guideline not yet met (normal for new directors but important to monitor for alignment) .
- Activist cooperation context implies heightened governance expectations; monitor outcomes of CEO selection and capital allocation decisions for evidence of durable improvements .
- Lower 2024 say-on-pay approval is a cautionary signal; assess whether 2025 design changes (TSR-only equity) and peer group adjustments stabilize support and strengthen pay-for-performance .
