Jay P. Leupp

About Jay P. Leupp

Independent director since 2020 (age 60). Managing Partner and Senior Portfolio Manager at Terra Firma Asset Management; previously Managing Director and Senior Portfolio Manager at Lazard Asset Management (2011–June 2020). Designated audit committee financial expert. Independence affirmed by the Board’s 2025 annual review; Board held 29 meetings in 2024 and each director attended at least 75% of applicable meetings .

Past Roles

Organization	Role	Tenure	Committees/Impact
Healthcare Realty Trust (HR)	Independent Director	Director since 2020	Audit Committee member; Capital Allocation Committee member; audit committee financial expert
Terra Firma Asset Management, LLC	Managing Partner & Senior Portfolio Manager	Current	Real estate and capital markets expertise
Lazard Asset Management LLC	Managing Director & Senior Portfolio Manager	2011–June 2020	Financial and capital markets expertise

External Roles

Organization	Role	Tenure	Committees/Impact
Apartment Investment and Management Company (AIV)	Director	Current (as disclosed)	Not specified in HR proxy
Marathon Digital Holdings	Director	Current (as disclosed)	Not specified in HR proxy
G.W. Williams Company	Director	Current (as disclosed)	Not specified in HR proxy

Board Governance

Committee memberships: Audit; Capital Allocation; not a chair .
Audit committee financial expert designation (SEC-defined): yes .
Independence: Board affirmed all directors except Ms. Moore are independent; Leupp 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: Independent directors held 17 executive sessions in 2024; independent Chair is Thomas N. Bohjalian .

Fixed Compensation

Year	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
2024	132,750	135,003	—	267,753

Director compensation framework (May 2024–May 2025 term):

Annual cash retainer: $80,000 .
Committee chair/member retainers: Audit ($30,000 chair; $10,000 member); Compensation & Human Capital ($22,500 chair; $7,500 member); Nominating & Corporate Governance ($22,500 chair; $7,500 member); Capital Allocation ($22,500 chair; $7,500 member) .
Meeting fees: $1,500 per meeting after six meetings in calendar 2024 and after 10 meetings in calendar 2025 .
Annual equity grant: Restricted shares valued at $135,000 on the annual meeting grant date .

Performance Compensation

Component	Structure	Vesting/Conditions	Notes
Annual Restricted Stock Grant	$135,000 grant-date value	Generally 1-year restriction from grant date; forfeiture risk during restriction period	Directors have voting and dividend rights on restricted shares; may not sell/assign/pledge during restriction
Cash Retainer Election	Directors may elect to take cash retainer in restricted stock at 1.1x multiple	One-year vesting on elected restricted stock	Enhances equity alignment

No director performance-conditioned equity metrics (e.g., TSR/FFO hurdles) are disclosed for non-employee directors; equity is time-based restricted stock. Performance metrics described in the proxy apply to NEO awards, not director compensation .

Other Directorships & Interlocks

Company	Type	Potential Interlock/Conflict
Apartment Investment and Management Company (AIV)	Public company board	None disclosed at HR; no Compensation Committee interlocks reported
Marathon Digital Holdings	Public company board	None disclosed at HR; no Compensation Committee interlocks reported
G.W. Williams Company	Board service (status not specified)	None disclosed at HR

Compensation Committee interlocks: None among HR Compensation & Human Capital Committee members in 2024 .
Related party transactions: Company not aware of any reportable related party transactions in 2024; all such transactions require Nominating & Corporate Governance Committee review and Board disclosure .

Expertise & Qualifications

Skills highlighted: Real Estate; Corporate Finance; Financial Expert .
Core skills matrix: Finance & Accounting; Corporate Finance; Capital Markets; Corporate Governance; Compensation; Risk Management; Executive Leadership .
Audit committee financial expert (SEC-defined) .

Equity Ownership

Holder	Common Shares Beneficially Owned	Percent of Common Shares Outstanding
Jay P. Leupp	33,830 (includes restricted shares)	<1%

Stock ownership guidelines and compliance:

Guideline: Non-employee directors must hold common stock equal to 3x the annual retainer; 5-year compliance window .
Compliance: As of March 27, 2025, all non-employee directors except Messrs. Henry, Rufrano, and Wood met guidelines; Leupp met guidelines .

Hedging/pledging restrictions:

Insider Trading Policy prohibits short sales, options trading, hedging, and pledging of Company securities; pre-clearance required; quarterly trading blackouts apply .

Governance Assessment

Strengths: Independent status; dual committee service (Audit and Capital Allocation); audit committee financial expert designation; compensation structure with balanced cash/equity and optional equity in lieu of cash (1.1x) supporting alignment; compliance with stock ownership guidelines; strong Board engagement (29 meetings; 17 independent executive sessions) .
Controls/Policies: Robust related-party approval framework; no reportable related-party transactions in 2024; strict prohibitions on hedging/pledging mitigate alignment risks .
Attendance: Meets at least 75% threshold per proxy; individual attendance not itemized—monitor for future disclosure granularity .
Other boards: AIV and Marathon Digital bring market perspective; no Compensation Committee interlocks disclosed; continue monitoring for potential information flow or conflicts if counterparties overlap with HR .
RED FLAGS: None disclosed for 2024 regarding related-party transactions, hedging/pledging, or interlocks. Individual meeting attendance detail not disclosed beyond 75% threshold; beneficial ownership is modest (<1%), though offset by guideline compliance and annual equity grants .