Thomas N. Bohjalian
About Thomas N. Bohjalian
Independent Chair of the Board at Healthcare Realty Trust (HR); age 59; director since 2024. Former Executive Vice President and Senior Portfolio Manager at Cohen & Steers (Head of U.S. Real Estate & Trading), overseeing $40B of the firm’s $90B in assets; prior public company board service at Apartment Income REIT (Dec 2021–Jun 2024); Senior Real Estate Advisor to PropTech firm BeyondView since 2022. Core credentials emphasize investment management, capital markets, corporate finance, risk oversight, and compensation governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cohen & Steers | EVP, Senior Portfolio Manager; Head of U.S. Real Estate & Trading | May 2002–Jun 2021 | Oversight of ~$40B of firm assets; brings capital markets and investment strategy insight to HR . |
| Apartment Income REIT | Director | Dec 2021–Jun 2024 | Public REIT board experience; informs real estate and governance perspectives . |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| BeyondView (PropTech) | Senior Real Estate Advisor | Since 2022 | Digital twins for commercial real estate; technology-informed real estate insights . |
Board Governance
- Role and independence
- Independent Chair of the Board; CEO role held separately by Interim CEO Constance B. Moore, supporting oversight and management accountability .
- Board determined that all directors and nominees are independent except Ms. Moore (interim CEO) .
- Committee memberships and engagement
- Compensation & Human Capital Committee member; Committee met 15 times in 2024 .
- Capital Allocation Committee member; Committee met 10 times in 2024 .
- CEO Search Committee member (formed Nov 2024): Rufrano (chair), Bohjalian, Henry, Moore .
- Attendance and executive sessions
- Board held 29 meetings in 2024; each director attended ≥75% of relevant meetings .
- Independent directors held 17 executive sessions in 2024; the independent Chair presides .
- Related-party oversight and conflicts policy
- Robust related-party transaction policy under Nominating & Corporate Governance Committee; no reportable related-party transactions in 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $63,250 | Includes committee chair/member fees and meeting fees as applicable . |
| Stock Awards (2024) | $135,003 | Grant-date fair value of restricted stock . |
| Total (2024) | $198,253 | Sum of cash fees and stock awards . |
Director compensation structure (May 2024–May 2025 term):
- Annual cash retainer: $80,000; Independent chair additional retainer: $150,000 .
- Committee retainers: Audit Chair $30,000; Audit Member $10,000; Compensation Chair $22,500; Compensation Member $7,500; Nominating Chair $22,500; Nominating Member $7,500; Capital Allocation Chair $22,500; Capital Allocation Member $7,500 .
- Equity grant: Annual restricted stock grant with $135,000 market value at grant date; meeting fees apply after thresholds (>$1,500 per meeting after 6 in CY2024; after 10 in CY2025) .
Performance Compensation
| Element | Terms | Performance Metrics |
|---|---|---|
| Director equity | Restricted shares of common stock | Time-based vesting (1 year); directors may elect to take cash retainer as restricted stock at 1.1x multiple; no performance conditions disclosed for director equity . |
| Company executive performance framework (for pay-for-performance oversight) | RSUs (2022) measured on Absolute TSR (18%), Relative TSR (12%), FFO/share (20%), FAD/share (20%); OP Units (2023): Relative TSR, FAD/share; OP Units (2024): Relative TSR (25%), FAD/share (20%), 3-yr Multi-tenant Occupancy (15%), Payout Ratio (10%) | 2022 RSUs earned below threshold across all metrics; 2023 OP Units tracking below target; 2024 OP Units tracking at target at 33% complete . |
Committee methodology and investor feedback signals:
- 2024 say‑on‑pay support: 75.3%; prior five-year average 95.1%; in response, 2025 program simplified cash metrics and equity performance awards focus on TSR with rigorous relative and absolute hurdles .
- Compensation benchmarking peer group refined in 2025 (removed largest peers; size-based comparability) .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| Apartment Income REIT | Director | Dec 2021–Jun 2024 | Prior REIT board service; enhances sector expertise . |
| Compensation Committee Interlocks at HR | N/A | 2024 | No interlocks among Committee members (includes Bohjalian) . |
Potential network signals:
- Cohen & Steers Inc. beneficial owner of 17.16% of HR common stock; Bohjalian is retired (since 2021) from Cohen & Steers; Board affirms independence and no related-party transactions in 2024 .
Expertise & Qualifications
- Investment management and capital markets leadership (Cohen & Steers head of U.S. Real Estate & Trading; investment management skill marked) .
- Finance and accounting, corporate finance, risk management, compensation, and corporate governance competencies (Board core skills matrix) .
- Real estate sector depth; advisory role in PropTech (BeyondView) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Thomas N. Bohjalian | 54,002 | <1% | Includes restricted shares; HR outstanding shares: 350,996,169 (as of Mar 27, 2025) . |
Stock ownership guidelines and compliance:
- Non‑employee directors must hold stock equal to 3x the annual retainer; as of Mar 27, 2025, all non‑employee directors met the guidelines except Henry, Rufrano, Wood (new appointees) .
Insider Trades (Section 16 compliance)
| Item | Status | Period |
|---|---|---|
| Section 16(a) filings by directors and officers | All timely filed; no delinquencies reported | 2024 . |
Governance Assessment
- Strengths
- Independent Chair with separation from CEO role; presides over 17 executive sessions, improving oversight and board effectiveness .
- Active roles on Compensation & Human Capital and Capital Allocation Committees; participation on CEO Search Committee during management transitions indicates high engagement .
- Strong pay‑for‑performance posture overseen by Compensation Committee: multi‑metric equity awards; below‑threshold outcomes for 2022 RSUs; 2025 program tightened to TSR‑only with rigorous hurdles; peer group refined; responsiveness to a lower 2024 say‑on‑pay vote .
- Ownership alignment: 54,002 shares; compliance with director stock ownership guidelines; option to take cash retainer in stock at 1.1x multiple .
- Controls and conflicts: formal related‑party review process; no reportable related‑party transactions in 2024; all Section 16 filings timely .
- Watch items / potential conflicts
- Former senior executive at Cohen & Steers, a 17.16% HR shareholder; independence affirmed by Board and no related‑party transactions reported, but investors may monitor for perceived influence on capital allocation or governance decisions .
- Management turnover in late 2024 (CEO and CFO): mitigated by CEO search committee and board engagement; continue monitoring for stability and pay practices alignment under revised 2025 framework .
