Peter A. Scott
About Peter A. Scott
Peter A. Scott, age 45, became President & Chief Executive Officer of Healthcare Realty Trust (HR) effective April 15, 2025 and joined the Board on May 20, 2025 . He previously served as CFO of Healthpeak Properties (S&P 500) and before that was a real estate investment banker at Barclays, Credit Suisse and Lehman Brothers . Since his appointment, HR raised FY2025 guidance for Normalized FFO/share and Same Store Cash NOI growth, executed asset sales to delever, and reset the dividend to strengthen retained cash flow and balance sheet flexibility (run‑rate Net Debt/Adj. EBITDA 5.8x; dividend to $0.24/share) . His 2025 pay mix ties a large equity component to multi‑year relative TSR vs healthcare REIT peers and the MSCI US REIT Index, with substantial time‑based and sign‑on equity to promote retention .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Healthpeak Properties, Inc. | Chief Financial Officer | 2017–Apr 2025 | Senior leadership at large healthcare REIT with ~$25B assets; investor and health system relationships |
| Barclays (Real Estate Investment Banking) | Managing Director | Pre‑2017 (prior to joining Healthpeak) | Led RE investment banking coverage; capital markets and advisory expertise |
| Credit Suisse | Real Estate Investment Banking (various roles) | 2011–2014 | RE capital markets/M&A experience |
| Barclays | Real Estate Investment Banking (various roles) | 2008–2011 | RE capital markets/M&A experience |
| Lehman Brothers | Real Estate Investment Banking | 2002–2008 | Early RE capital markets/M&A experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed in filings |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $750,000 | Per Employment Agreement effective Apr 15, 2025 |
| Annual Cash Incentive (Target) | 180% of salary ($1,350,000) | For 2025, paid in an amount not less than target performance value |
| Relocation Benefits | $400,000 | One‑time relocation benefit |
Performance Compensation
| Instrument | Target Value | Performance metrics | Vesting | Notes |
|---|---|---|---|---|
| LTIP Units (Performance‑based) | $2,730,000 | Relative TSR vs healthcare REIT peer group and MSCI US REIT Index | Performance period through 12/31/2027; vesting based on achievement | 2025 equity award design for CEO |
| Restricted Stock (Time‑based) | $1,170,000 | — | Ratable over 3 years | 2025 retention grant |
| One‑time Restricted Stock (Sign‑on) | $5,750,000 | — | Ratable over 4 years | Up‑front grant at appointment |
Equity Ownership & Alignment
| Topic | Policy/Status | Detail |
|---|---|---|
| Stock Ownership Guidelines | CEO: 5x base salary | Company guideline; 5‑year compliance window for officers/directors |
| Hedging/Pledging | Prohibited | Insider Trading Policy prohibits short sales, options trading, hedging, and pledging of Company securities |
| Clawback Policy | Adopted Oct 30, 2023 | Applies to all executive officers; NYSE‑compliant recovery of erroneously awarded compensation |
| Board Service Compensation | None (as employee) | Receives no additional compensation for Board service |
Employment Terms
| Scenario | Cash Severance | Incentive/Equity Treatment | Other Terms |
|---|---|---|---|
| Termination other than for cause (incl. constructive) | 2x base salary + 2x greater of avg last 2 yrs bonus or target for year of termination; pro‑rated cash incentive based on actual performance (if employed for ≥ half of bonus period) | Time‑based equity: fully vests; Performance equity: vests based on actual performance at end of performance period, pro‑rated for service | Non‑compete during employment and for one year post‑termination in these cases, subject to timely severance payments; no tax gross‑ups |
| Change‑in‑Control (double‑trigger) | 3x base salary + 3x greater of avg last 2 yrs bonus or target; pro‑rated cash incentive based on actual performance | Time‑based equity: fully vests; Performance equity: deemed earned at greater of target or actual performance at CoC date | No single‑trigger; no excise tax gross‑ups |
Board Governance
- Board service: appointed May 20, 2025; as an employee director, not independent and receives no extra Board pay .
- Committee roles: appointed to the Board’s Capital Allocation Committee on May 20, 2025 .
- Structure and independence: HR separates Chair and CEO roles; independent Chair (Thomas N. Bohjalian). Independent directors held 17 executive sessions in 2024; committee charters indicate committees are composed of independent directors (per 2025 proxy) .
- Board refresh: Board reduced from 12 to 7 members on June 23, 2025 as part of governance changes; continuing directors include Scott plus six independents (Henry, Leupp, Moore, Rufrano, Wood, Bohjalian) .
Performance & Track Record Under Scott (selected 2025 operating markers)
| Metric | Q2 2025 | Q3 2025 | Notes |
|---|---|---|---|
| Normalized FFO per share (reported quarter) | $0.41 | $0.41 | 2025 guidance increased mid‑year and again in Q3 to $1.59–$1.61 |
| Same Store Cash NOI growth (YoY) | 5.1% | 5.4% | Sequential occupancy gains and leasing spreads |
| Run‑rate Net Debt / Adjusted EBITDA | 6.0x (Q2) | 5.8x (Q3) | Targeted 5.4x–5.7x by year‑end 2025 |
| Dividend per share (quarter) | $0.24 (reset; ~23% reduction) | $0.24 | Right‑sized to ~80% FAD payout; retains ~$100M/yr for reinvestment |
| Asset sales executed YTD | $210.5M through July (6.2% cap) | $486M through Oct (6.5% cap); ~$700M under contract/LOI | Capital recycling and deleveraging strategy |
Compensation Structure Analysis
- Mix and risk: 2025 package includes a large performance‑equity component tied to multi‑year relative TSR against healthcare REIT peers and the MSCI US REIT Index (alignment with shareholder returns), plus staged time‑based equity (3–4 year vesting) to promote retention .
- Near‑term certainty: The 2025 annual cash incentive is guaranteed at not less than target, de‑risking first‑year cash pay amid a turnaround, but this is offset by substantial performance‑equity weight and longer vesting on sign‑on equity .
- Governance safeguards: Double‑trigger CoC, no excise tax gross‑ups, company‑wide clawback policy, hedging/pledging prohibitions, and CEO ownership guideline (5x salary) support alignment and risk control .
- Program context: The Board moved HR’s broader 2025 equity program toward TSR‑only performance awards for executives, with absolute TSR modifiers, following a 75.3% say‑on‑pay vote in 2024; metrics simplification and TSR focus were highlighted in the 2025 proxy .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑pay approval | Committee response |
|---|---|---|
| 2024 | 75.3% support | Simplified 2025 cash metrics and focused equity on TSR; peer group recalibrated for size appropriateness |
Related Party / Activism Context
- Starboard agreement: In Dec 2024, HR entered a cooperation agreement adding three new directors backed by Starboard; constraints run into 2026 nomination window . This context underscores heightened governance scrutiny during Scott’s onboarding.
Risk Indicators & Red Flags
- Potential concerns: Guaranteed 2025 target cash bonus and sizable sign‑on equity ($5.75M) increase near‑term pay certainty; monitor future grant sizing and performance rigor .
- Mitigants: No single‑trigger CoC; no tax gross‑ups; clawback in place; pledging/hedging prohibited; equity heavily TSR‑linked with multi‑year horizon .
Investment Implications
- Alignment and incentives: A high TSR‑linked equity component, ownership guideline, and prohibitions on hedging/pledging point to strong pay‑for‑performance alignment, though the first‑year guaranteed bonus and large sign‑on award warrant monitoring for dilution and future grant cadence .
- Execution focus: Early actions under Scott—dividend reset to fund reinvestment, asset sales to delever, guidance raises, and platform restructuring—are consistent with value‑creation levers for MOB REITs; sustained same‑store growth and balance sheet progress are key to multiple re‑rating .
- Governance: Board separation of Chair/CEO, independent executive sessions, and post‑2024 refresh (including Starboard) reflect stronger oversight; Scott’s dual role as CEO/director and initial appointment to the Capital Allocation Committee should be watched for adherence to independence norms as committees are reconstituted .
Note: All figures and terms summarized above are sourced directly from HR’s SEC filings and press materials cited inline.
