Robert E. Hull

About Robert E. Hull

Robert E. “Rob” Hull, age 52, is Executive Vice President and Chief Operating Officer of Healthcare Realty Trust (HR), appointed effective October 1, 2024. He has been with the company since 2004, previously serving as EVP – Investments (2017–2024) and SVP – Investments (2011–2017), with earlier roles across the investments team; prior to HR, he worked in the senior living and commercial banking industries . In 2024, HR delivered normalized FFO per share of $1.56, same-store MOB cash NOI growth of 2.9%, and multi-tenant occupancy absorption of 149 bps, metrics that informed incentive outcomes for executives . Over the 2019–2024 period, HR’s cumulative TSR translated a $100 initial value to $66.95, while the healthcare REIT peer group was $121.23 over the same horizon .

Past Roles

External Roles

Fixed Compensation

Summary compensation detail (totals include all components):

Performance Compensation

Cash incentive structure and outcomes (2024):

• Program weightings and company targets vs actuals for EVPs: FFO/sh (18.75%) target $1.57 actual $1.56; Multi-tenant occupancy growth (18.75%) target +130 bps actual +149 bps; Same-store revenue growth (15%) target 2.5% actual 2.15%; Same-store NOI growth (15%) target 3.0% actual 2.90%; ESG (7.5%) qualitative, paid at target; Individual goals (25%) with scaled payouts .
• Rob Hull received an individual performance award of $338,000 within his cash incentive , and total 2024 cash incentive of $1,007,700 .

2024 equity incentives:

• Long-term equity mix: 70% performance OP Units, 30% retention restricted stock .
• Performance OP Units (granted Feb 13, 2024): 3-year performance period (1/1/2024–12/31/2026) with metrics and weights: Relative TSR (25%) with absolute TSR modifier; FAD/share (20%); three-year multi-tenant occupancy gains (15%); dividend payout ratio (10%). Earned units then vest ratably over two additional years; distributions during performance period equal to one-tenth of common dividend .
• OP Unit opportunity sizing (Hull): Threshold $437,500, Target $875,000, Maximum $1,750,000 .
• 2024 retention restricted stock grant value for Hull: $375,000; five-year vesting 60% after three years, 20% after four years, 20% after five years .

2022–2024 award status at 12/31/2024:

• 2022 RSUs: All performance metrics below threshold → no payout; 100% complete .
• 2023 OP Units: In-progress at 67% of performance period; below target on all metrics as of 12/31/2024 (status, not a forecast) .
• 2024 OP Units: In-progress at 33% of performance period; metrics at target status placeholder as of 12/31/2024 (status, not a forecast) .

2025 changes and retention:

• Cash incentives simplified to three metrics; for EVPs at target: Normalized FFO/sh (35%), Same-store NOI growth (30%), ESG (5%), Individual (30%); total cash opportunity 1.8x base salary at target .
• Equity incentives for EVPs: 40% time-based retention (2.5x base salary at target), 30% relative 3-year TSR vs healthcare REIT peers, 30% relative 3-year TSR vs MSCI US REIT Index; absolute TSR modifier applies .
• One-time retention stock grants (2/28/2025): $1,500,000 to Hull, three-year cliff vest (acceleration on limited exceptions) .

Detailed 2024 cash plan design and outcomes (EVP):

Option awards: The company did not grant stock options in 2024 .

Equity Ownership & Alignment

Beneficial ownership (as of 3/27/2025):

• Rob Hull beneficially owned 289,235 common shares; <1% of outstanding 350,996,169 shares .
• Stock ownership guidelines: EVPs must hold 3× base salary in HR stock; Rob Hull’s holdings equated to 9.67× base salary as of March 27, 2025, exceeding the guideline .

Outstanding and recently vested awards:

Ownership and trading policies:

• Anti-hedging and anti-pledging: HR prohibits short sales, options trading, hedging, and pledging of company securities by insiders .
• Elective deferral program: NEOs may defer up to 25% of base salary into restricted stock with company “match” multiples tied to vesting length (1.3× for 3-year, 1.5× for 5-year, 2.0× for 8-year) .
• Recent Form 4 activity: On 12/31/2024, Hull reported a non-open-market disposition of 699 shares at $16.95, with 170,701 shares remaining direct post-transaction (Nasdaq insider summary; based on filed Form 4) . Additional Form 4 filings in mid-December and February are recorded (SEC links) .

Vesting horizon and potential supply:

• Time-based restricted stock generally vests over five years for 2024 awards (60% after year 3; 20% after years 4 and 5), with vesting dates spanning 2025–2031 .
• 2024 performance OP Units measure through 2026 and then vest over two years (2027–2028) if earned .
• 2025 one-time retention grant for Hull ($1.5M) cliff vests after three years (2028), with limited acceleration triggers .

Employment Terms

Core terms for Hull (EVP; Employment Agreement):

• Termination (not for cause/constructive): 18 months of base salary; full vesting of equity, with 2023/2024 RSUs and OP Units vesting at target-level performance; plus the greater of 2× average annual bonus (prior two years) or $483,570 (Hull-specific floor); pro-rata bonus for the year of termination .
• Change-in-control (double trigger): 3× base salary; plus 2× the greater of two-year average bonus or $900,000 (Hull-specific floor); full vesting of equity (2023/2024 awards at target); pro-rata bonus for year of termination .
• Restrictive covenants: Non-compete during employment and any severance period; one-year restrictive period following a change-in-control .
• Illustrative payout table (12/31/2024 valuation): Not-for-cause total $6,953,277 (cash $750,000; STI $1,590,250; equity acceleration $4,613,027); Change-in-control total $7,913,027 (cash $1,500,000; STI $1,800,000; equity acceleration $4,613,027) .

Compensation Structure Analysis

• Strong pay-for-performance calibration: In 2024, 81% of non-CEO NEO compensation was at-risk; 70% of equity as performance OP Units; cash plan was predominantly formulaic vs pre-set metrics; 2022 performance RSUs paid zero at period end, demonstrating downside risk .
• 2025 simplification and TSR emphasis: Cash metrics reduced and equity performance tied solely to relative TSR comparisons (with absolute TSR modifier), plus a separate time-based retention component; peer frameworks include a targeted healthcare REIT set and the MSCI US REIT Index .
• Benchmarking and peer group refresh: HR adjusted the compensation peer group in 2024 to emphasize size-comparable REITs and healthcare REITs, removing larger outliers; updated list includes AHR, CUZ, FRT, HIW, KRG, NNN, OHI, SBRA, CUBE, DOC, among others (size references as of 9/30/2024) .
• No stock options granted in 2024; equity comprises restricted stock and OP Units with multi-year vesting .

Say-on-Pay & Shareholder Feedback

• 2025 Say-on-Pay support: 87.08% “For” at the May 20, 2025 annual meeting .
• 2024 Say-on-Pay support: 75.3% “For”; prior five-year average was 95.1% .
• Committee response: Simplified 2025 cash metrics, TSR-only performance equity for 2025, and peer group adjustments to better align size/sector comparability .

Risk Indicators & Red Flags

• Positive governance features: Double-trigger CoC; anti-hedging and anti-pledging; clawback policy adopted Oct 30, 2023 aligned with NYSE rules .
• Potential concerns to monitor: Sizeable equity acceleration in severance scenarios (e.g., $4.613M equity value at 12/31/2024 for Hull), which can reduce retention risk but create perceived severance “overhang” .
• Related-party/loans: Company disclosed no reportable related-party transactions for 2024 .
• Insider selling pressure: Current structures emphasize multi-year vesting with blackouts and pre-clearance; pledging prohibited; recent reported transaction was a small non-open-market disposition (699 shares on 12/31/2024) .

Performance & Track Record

• Operational execution: Prior to COO appointment, Hull led leasing to more than 400,000 SF in each of the last four quarters and drove more than 110 bps of occupancy improvement over the last three quarters, underpinning 2024 plan metrics .
• 2024 company performance highlights: Normalized FFO per share of $1.56; same store MOB cash NOI growth 2.9%; 149 bps multi-tenant occupancy absorption; $510M repurchased (31M shares) and $1.2B of JV contributions and asset sales at a 6.6% cap rate .

Investment Implications

• Alignment: Hull’s equity exposure is significant (9.67× salary ownership vs 3× guideline) with vesting stretching through 2028–2031, aligning tenure with long-dated outcomes; pledging and hedging prohibitions further support alignment .
• Incentive levers: Near-term cash incentives hinge on FFO/share, NOI growth, and occupancy gains; long-term is dominated by relative TSR, FAD/share, and payout ratio, creating both operational and market-beta sensitivities .
• Retention risk: 2025 one-time retention grant ($1.5M, 3-year cliff) plus double-trigger CoC economics meaningfully mitigate departure risk; however, equity acceleration in severance scenarios remains a governance watch item .
• Trading signals: Upcoming OP Unit performance determination (2026) and subsequent two-year vest could create episodic supply; 2025 retention awards cliff vest in 2028; blackout windows and preclearance reduce opportunistic selling, but monitor 10b5-1/Forms 4 for cadence .