Healthpeak Properties (DOC) DEF 14ADefinitive proxy

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Our Strategy

We seek to create stockholder value through scale, expertise and relationships in our business segments, which are driven by the aging population and the desire for improved health. The core elements of our strategy are to:

Own and develop high-quality, irreplaceable healthcare real estate in markets where we have scale and expertise, creating a competitive advantage.	Grow our Life Science and Medical Office businesses through our accretive acquisitions and developments sourced through our relationships.	Be a good partner to tenants, health systems and operators. We pride ourselves on having a strong reputation in the industry as a partner of choice that will lead to proprietary opportunities.	Maintain a low cost of capital and a strong balance sheet with BBB+/Baa1 investment grade credit ratings, which will provide financial strength through industry and economic cycles.	Lead with a people-first culture that attracts, develops and retains top-tier talent. We believe that diversity, equity and inclusion are critical to a positive work environment that provides equal and fair treatment to all individuals on the basis of merit.

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Who We Are

Healthpeak Properties, Inc., an S&P 500 company, invests in real estate serving the healthcare industry in the United States. We are headquartered in Denver, Colorado, with additional offices in California, Tennessee and Massachusetts.

Business Segments

THE COVE AT OYSTER POINT SOUTH SAN FRANCISCO, CA		HEALTHONE SKY RIDGE MEDICAL CENTER DENVER, CO		FREEDOM AT THE POINTE VILLAGES THE VILLAGES, FL
Life Science		Medical Office		CCRC
New and innovative drugs, therapeutics and medical devices are developed in our life science properties		Outpatient services and doctor visits are performed efficiently and conveniently		Offers seniors an active lifestyle, peace of mind, security and a continuum of care in a unique campus setting

UPREIT Reorganization

Through February 9, 2023, we conducted our business through Healthpeak Properties, Inc., a Maryland corporation (“Old Healthpeak”). Effective as of February 10, 2023, Old Healthpeak completed a corporate reorganization into a holding company structure commonly referred to as an Umbrella Partnership Real Estate Investment Trust, or UPREIT. On February 10, 2023, Old Healthpeak converted to a Maryland limited liability company named Healthpeak OP, LLC. The holding company created for the UPREIT conversion, New Healthpeak, Inc., is now the parent company of Old Healthpeak and pursuant to a name change effectuated as part of the reorganization, is now known as Healthpeak Properties, Inc. (“New Healthpeak”). The business, management and board of directors of New Healthpeak, and the rights and limitations of New Healthpeak’s stockholders, immediately following the reorganization were identical to the business, management and board of directors of Old Healthpeak, and the rights and limitations of Old Healthpeak’s stockholders, immediately prior to the reorganization. The consolidated assets and liabilities of New Healthpeak immediately following the reorganization were the same as the consolidated assets and liabilities of Old Healthpeak immediately prior to the reorganization.

New Healthpeak, as the successor to Old Healthpeak, is filing this proxy statement on behalf of Old Healthpeak for 2022 and on behalf of itself and Old Healthpeak for 2023. All references in this proxy statement to “we”, “our”, the “Company”, “Healthpeak” or “Healthpeak Properties, Inc.” refer to New Healthpeak for itself and as successor to Old Healthpeak, as applicable. More detailed information regarding the UPREIT reorganization can be found in our Form 8-K12B filed with the Securities and Exchange Commission (“SEC”) on February 10, 2023.

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Notice of Annual Meeting of Stockholders	3
Letter from Our Board of Directors	4
Proxy Summary	6
Proposals	6
2022 Business Highlights	8
Portfolio Positioned for Growth	8
Our Director Nominees	9
Compensation Highlights	10
ESG Highlights	11
PROPOSAL 01 Election of Directors	13
Voting Standard	13
Director Qualifications, Skills and Experience	14
Director Nominees	15
Board Effectiveness and Strategic Evolution	20
Corporate Governance	24
Board and Stockholder Meeting Attendance	24
Corporate Governance Highlights	24
Corporate Governance Policies	25
Risk Oversight	26
Stockholder Engagement	28
Communicating with the Board	28
ESG Initiatives	29
Board Leadership Structure	31
Director Compensation—2022	34
Annual Compensation	34
Director Compensation Policies and Plans	36
Our Executive Officers	37
PROPOSAL 02 Approval of 2022 Executive Compensation on an Advisory Basis	40
Advisory Resolution	40
Voting Standard	40
PROPOSAL 03 Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on Executive Compensation	41
Voting Standard	41
Letter from Our Compensation and Human Capital Committee	42
Compensation and Human Capital Committee Report	42
Compensation Discussion and Analysis	43
Named Executive Officers	43
2022 Compensation Program Overview	43
2022 NEO Compensation	45
Compensation Policies and Practices	57

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Notice of Annual Meeting
of Stockholders

Annual Meeting Proposals

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Dear Stockholders,

As members of the Board of Directors, we thank you for your continued support of Healthpeak. We are committed to governing Healthpeak in a prudent and transparent manner, and to delivering long-term value for you. We proactively oversee Healthpeak’s business strategy, corporate governance, executive compensation and ESG initiatives, among other things, on your behalf, and we are pleased to share with you the results of our efforts over the past year.

This year, we are pleased to welcome James B. Connor, former Chairman and CEO of Duke Realty Corporation, to our Board. Mr. Connor was appointed as an independent director in March 2023. He brings significant commercial real estate and investment experience, and his expertise complements the skills and depth of our Board.

Strategic Focus

Over the last several years, we have fully transformed our portfolio to focus on areas where we have a competitive advantage and dramatically improved our balance sheet. As a result of these efforts, Healthpeak is uniquely positioned to create and capture value.

2022 In Review

During 2022 in a seamless leadership succession, we appointed Scott M. Brinker as our President and Chief Executive Officer, Adam G. Mabry as our Chief Investment Officer and Scott R. Bohn as our Chief Development Officer and Co-Head of Life Science. Also in 2022, we continued to focus on operational excellence and produced strong internal growth, tenant retention, rent collections and leasing activity. We also managed our balance sheet and liquidity and positioned our Company to act quickly as opportunities arise.

ESG Leadership

Environmental, social and governance (ESG) initiatives are a critical component of our corporate responsibility strategy.

We continually undertake sustainability initiatives that seek to increase long-term stakeholder value. In 2022, we published our 11th annual ESG Report, which was prepared in accordance with leading ESG reporting frameworks, including the Task Force on Climate-Related Financial Disclosures, Sustainability Accounting Standards Board, Global Reporting Initiative and United Nations Sustainable Development Goals. We allocated the net proceeds from two green bonds to the purchase or development of LEED Gold Certified Life Science properties in furtherance of our commitment to own sustainable properties, minimize our carbon footprint and reduce operating costs. Throughout 2022, we received numerous awards for our sustainability efforts, including the Global Real Estate Sustainability Benchmark (GRESB) Green Star Rating for the 11th consecutive year.

We continue to focus on human capital management, with a particular emphasis on diversity, equity and inclusion, and employee engagement, satisfaction and retention. We made further progress toward our commitment to promote and enhance racial diversity, education and awareness within our Company and throughout our communities. We also achieved employee satisfaction scores that are well above industry averages through our annual employee engagement survey, reflecting the culmination of a multiyear strategy to maximize employee engagement and development. We also continued our long-standing commitment to partnering with and supporting charitable organizations.

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Letter from Our Board of Directors

Paying for Performance Central to in our executive compensation philosophy is the concept of paying for performance. We place a significant portion of executive compensation “at risk” in the form of performance-based annual cash bonuses and long-term equity awards. This compensation philosophy helps promote the execution of our business strategy in a manner that focuses on long-term stockholder value creation, encourages prudent risk management and enhances retention of our talented executive team. Our 2022 short-term incentive plan payouts reflect our management team’s successful execution against the demanding targets set for them. We retained a rigorous ESG performance scorecard spanning over a dozen metrics in our 2022 short-term incentive plan to underscore the connection between ESG, our strategy and operational excellence. Looking Ahead We continue to concentrate our operating and investment strategies where we have a competitive advantage, which we believe is key to generating sustainable stockholder value. We are excited about Healthpeak’s market position and believe we are well positioned for long-term growth. Thank you for your continued support. Sincerely, The Board of Directors	Scott M. Brinker President and Chief Executive Officer, Director
	Brian G. Cartwright Independent Chairman
	Katherine M. Sandstrom Independent Vice Chair
	James B. Connor Independent Director
	Christine N. Garvey Independent Director
	R. Kent Griffin, Jr. Independent Director
	David B. Henry Independent Director
	Sara G. Lewis Independent Director

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Proxy Summary

Our Director Nominees

Our Board has a breadth of experience and reflects a diversity of perspectives and backgrounds. We believe the range of skills and tenures of our director nominees creates a balance between institutional knowledge and new viewpoints.

GENDER DIVERSITY	RACIAL DIVERSITY			AGE	TENURE

 

				DIVERSITY INFORMATION		COMMITTEE MEMBERSHIP
DIRECTOR NOMINEES		AGE	DIRECTOR SINCE	GENDER	RACE / ETHNICITY	AUDIT	COMPENSATION	GOVERNANCE	INVESTMENT AND FINANCE
	Scott M. Brinker President and Chief Executive Officer, Healthpeak Properties, Inc.	46	2022	Male	White
	Brian G. Cartwright INDEPENDENT Chairman of the Board, Healthpeak Properties, Inc.; Former General Counsel, Securities and Exchange Commission	75	2013	Male	White
	Katherine M. Sandstrom INDEPENDENT Vice Chair of the Board, Healthpeak Properties, Inc.; Former Senior Managing Director, Heitman LLC	54	2018	Female	White
	James B. Connor INDEPENDENT Former Chairman and CEO, Duke Realty Corporation	64	2023	Male	White
	Christine N. Garvey INDEPENDENT Former Global Head of Corporate Real Estate Services, Deutsche Bank AG	77	2007	Female	Hispanic/ Latina
	R. Kent Griffin, Jr. INDEPENDENT Managing Director, PHICAS Investors; Former President, BioMed Realty Trust, Inc.	53	2018	Male	White
	David B. Henry INDEPENDENT Former Vice Chairman and CEO, Kimco Realty Corporation	74	2004	Male	White
	Sara G. Lewis INDEPENDENT Founder and CEO, Lewis Corporate Advisors, LLC	55	2019	Female	White
						Chair		Member

We do not currently have any directors who self-identify as LGBTQ+.

For an overview of our Directors’ core skills and experience, please see the skills matrix on page 14.

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Proxy Summary

Compensation Highlights

2022 Executive Compensation Program

We have an established executive compensation program that we believe is competitive and that has been developed in response to feedback from our stockholders through ongoing investor outreach as well as best practices. In 2022, we compensated our named executive officers (“NEOs”) using the following three elements of pay:

 

	ELEMENT		FORM		2022 METRICS AND WEIGHTING
	Base Salary		Fixed Cash		Base level of competitive cash to attract and retain executive talent
	Annual Incentive Award (STIP)		Performance-Based Cash				Pre-established objective financial performance metrics to align compensation with strategic goals ●   30% – Normalized funds from operations (“FFO”) per share ●   15% – Net debt to adjusted earnings before interest, taxes, depreciation and amortization for real estate (“Net Debt to Adjusted EBITDAre”)
							ESG performance metrics to align compensation with ESG strategy
							Individual performance to reward individual initiative and achievement
	Long-Term Incentive Award (LTIP)		Performance Stock Units				3-year cliff vesting based on TSR performance relative to the following indices, subject to a 1-year post-vesting holding period: ●   Selected healthcare REIT peers (40% of overall award) ●   S&P 500 REIT Index (10% of overall award) ●   FTSE Nareit Equity Office Index (10% of overall award)
			Restricted Stock Units				3-year annual vesting, subject to a pre-established Normalized FFO per share performance hurdle and 1-year post-vesting holding period

2022 Performance-Based Payouts

We delivered solid financial, operational and stock price performance in 2022, generally leading to above-target payouts based on our pre-established performance metrics.

2022 STIP (ANNUAL CASH INCENTIVE AWARD)

2020-2022 LTIP (3-YEAR RELATIVE TSR-BASED EQUITY AWARD)

NORMALIZED FFO PER SHARE(1)

NET DEBT TO ADJUSTED EBITDAre(1)

ESG PERFORMANCE METRIC

FTSE NAREIT HEALTH CARE INDEX

S&P 500 REIT INDEX

TARGET

RESULT

TARGET

RESULT

TARGET

RESULT

TARGET

RESULT

TARGET

RESULT

$1.696

$1.725

5.50x

5.34x

12 points

20 points

50th percentile

62nd percentile

50th percentile

25th percentile

148.3%

116%

150%

138.7%

50%

144% (Total Blended)

109% (Total Blended)

Payout as percentage of target based on outperformance compared to pre-established goals

Payout as percentage of target based on performance compared to pre-established goals

(1)	Adjusted EBITDAre based on fourth quarter annualized performance and Net Debt as of December 31, 2022. For the definitions and reconciliations of each of these measures to the comparable GAAP measure, see Appendix A.

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Proxy Summary

ESG Highlights

We believe that environmental, social and governance, or ESG, initiatives are a vital part of value creation and corporate responsibility. For additional information, please read our annual ESG Report or visit our website at healthpeak.com/esg.

Environmental Highlights

		Recognitions GRESB Green Star Rating (2012–2022) CDP Leadership Band (2013–2022) DJSI N. America Index Constituent (2013–2022) S&P Global Sustainability Yearbook (2016–2022) Nareit Leader in the Light – 9-Time Award Recipient FTSE4Good Index Series (2012–2022)

We strive to advance our building performance, efficiency, resilience and sustainability by identifying projects that minimize environmental impacts, deliver return on investment and reduce operating costs. In 2022, we published our 11th annual ESG Report, aligned with the Task Force on Climate-Based Financial Disclosures (“TCFD”), Sustainability Accounting Standards Board (“SASB”), Global Reporting Initiatives and United Nations Sustainable Development Goals reporting frameworks. In 2022, we reported on the progress of our long-term environmental goals for greenhouse gas emissions (“GHG”), energy, water, waste and recycling with respect to properties in our operational boundary (Scopes 1 & 2).

GOALS		GHG EMISSIONS REDUCTION (SCIENCE-BASED TARGETS) (BY 2033)(1)		ENERGY SAVINGS (BY 2030)(2)		WATER SAVINGS (BY 2030)(2)		WASTE (LANDFILL) DIVERSION (BY 2030)(2)		RECYCLING INCREASE (BY 2030)(2)
		37.5% Scopes 1 & 2		15%		10%		10%		10%
PROGRESS(3)		11.8% Year 3 of 15		0.7% Year 1 of 10		2.7% Year 1 of 10		— Year 1 of 10		0.3% Year 1 of 10

(1)	Relative to 2018 baseline. Validated by the Science-Based Targets initiative.
(2)	Relative to 2021 baseline.
(3)	As reported in 2022 for performance for the year ended December 31, 2021, compared using a “like-for-like” methodology. Under our “like-for-like” methodology, direct and indirect GHG emissions are compared on a year-over-year basis using Scope 1 and Scope 2 GHG emissions for the properties that we have owned for two full consecutive calendar years, excluding non-stabilized developments and redevelopments.

Green Building Certifications(1)							ENERGY STAR® Partner of the Year
ENERGY STAR			LEED
	185			5.3 Million Sq. Ft.				2022 Partner of the Year 65 Certifications in 2022
(1)   Cumulative as of December 31, 2022. LEED®—an acronym for Leadership in Energy and Environmental Design™—and its related logo are trademarks owned by the U.S. Green Building Council® and are used with permission. Learn more at www.usgbc.org/LEED.							We were named an ENERGY STAR Partner of the Year for the second time in 2022. This honor recognizes our leading energy management practices and commitment to advancing energy efficiency across our portfolio.

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Proxy Summary

	Social Highlights

 

		GENDER DIVERSITY 46% Female Workforce(1)				RACIAL/ETHNIC DIVERSITY 37% Racially/Ethnically Diverse Workforce(1)
		EMPLOYEE SATISFACTION Employee satisfaction exceeded the Kingsley Index average (based on 2022 annual employee engagement survey results)				TRAINING AND DEVELOPMENT We completed company-wide belonging and inclusion training and fostered employee leadership and development through our Building Bridges program, which brings together our rising leaders to identify and address corporate value-add opportunities

Recognitions Bloomberg Gender-Equality Index Constituent (2019-2022) Great Place to Work Certified (2020-2022) Orange County Business Journal Best Places to Work (2020 & 2022) The Tennessean Top Workplace (2022) Fortune Best Places to Work in Real Estate (2022)

	(1)	As of December 31, 2022.

Diversity, Equity and Inclusion We believe we are a stronger organization when our workforce represents a diversity of ideas and experiences. We value and embrace diversity in our employee recruiting, hiring and development practices, with a 2022 intern program that was 66% gender or racially/ethnically diverse. We continue to support numerous endeavors to further our commitment to racial diversity and awareness, including augmenting recruiting practices to hire more diverse talent; conducting company-wide diversity, equity and inclusion training for all employees; and sponsoring and contributing to community outreach programs that support the education of underrepresented groups, including through executive speaking engagements at universities. To view our most recently filed EEO-1 Report, please visit healthpeak.com/esg/social.

 

	Governance Highlights

All director nominees, other than Mr. Brinker, our President & CEO, are independent   Independent Board Chairman and Vice Chair   Average director tenure of 7 years   Annual director elections with majority voting standard   Annual Board and committee self-evaluations   Board diversity, including three female directors and one racially/ethnically diverse director   Board oversight of corporate culture, human capital management, ESG, cybersecurity and risk management		Codes of Conduct for directors, employees and vendors   Award-winning ESG reporting practices and annual standalone ESG Report   Anti-hedging, anti-pledging and clawback policies   Robust executive officer and director stock ownership requirements   Director term limit policy to support orderly Board refreshment   Stockholder proxy access rights reflecting market standard terms		Recognitions Corporate Secretary and IR Magazine – Finalist for Best Proxy Statement (2020–2022) Corporate Secretary and IR Magazine – Finalist for Best ESG Reporting (2022) Newsweek America’s Most Responsible Companies List (2019–2022) CDP Supplier Engagement Rating A- (2019–2021) ISS ESG Corporate Rating – Prime MSCI Rating – AA- Fortune Modern Board 25 List (2022) Wall Street Journal Best Managed Company List (2022)

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Election of Directors

	FOR	Our Board recommends a vote FOR each of the eight director nominees

Based on the recommendations of the Nominating and Corporate Governance Committee (the “Governance Committee”), our Board has nominated our current eight directors for election at the Annual Meeting to serve until the 2024 annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier death, resignation or removal. All of the nominees are current directors of the Company who were previously elected to the Board by our stockholders, with the exceptions of Messrs. Brinker and Connor, who were appointed to our Board in October 2022 and March 2023, respectively. Each director nominee has agreed to be named in this proxy statement and to serve, if elected.

We have no reason to believe that any of our nominees will be unable or unwilling to serve if elected. However, if any nominee is unable or unwilling for good cause to serve, the proxy holders may vote their shares for a substitute nominee or for the balance of our Board, leaving a vacancy, unless our Board chooses to reduce the number of directors serving on our Board.

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Proposal 01: Election of Directors

Director Qualifications, Skills and Experience

Our Governance Committee has determined that each of our director nominees possesses the qualifications, skills and experience to effectively oversee the Company’s long-term business strategy. The matrix below indicates the director nominees who possess each qualification, skill or experience.

Core Competencies

Our Board believes that all directors should possess certain core qualities that ensure their fitness to lead the Company. We believe that each of our directors possesses the following core attributes:

Strategic Oversight experience is essential to guiding our long-term business strategy.		Governance supports our goals of strong Board and management accountability and alignment with stockholders’ interests.		Leadership experience is important for driving positive change and developing leadership qualities in others.		Integrity and Ethics are paramount for ensuring the sound reputation and operation of the Company.

Additional Qualifications

In addition to the core competencies noted above, our Board believes that the Company will be best served by directors with a wide array of talents and perspectives to drive innovation, promote critical thinking and enhance discussion. Each of the following additional qualifications meaningfully adds to our Board’s depth.

	S. BRINKER	B. CARTWRIGHT	K. SANDSTROM	J. CONNOR	C. GARVEY	R. GRIFFIN JR.	D. HENRY	S. LEWIS
Risk Oversight/Management Experience is critical to our Board’s role in overseeing the risks facing the Company.
Investment Expertise is important in evaluating our assets and portfolio as a whole.
Financial Expertise and/or Literacy is valuable in understanding and overseeing our financial reporting and internal controls.
Human Capital Management Experience is valuable in helping us attract, motivate and retain high-performing employees.
Public Company Board Experience provides essential comparison points for operations and governance.
REIT/Real Estate Experience is helpful for understanding the Company’s strengths and challenges specific to the real estate investment trust and real estate industries.
ESG Experience helps support the Board’s oversight of the Company’s long-term environmental, social and governance strategy and initiatives.
Healthcare Industry Experience is important for understanding the Company’s strengths and challenges specific to the healthcare industry.
Public Company Executive Experience supports our management team through relevant advice and leadership.
Legal/Regulatory Experience is relevant for ensuring oversight of management’s compliance with SEC, New York Stock Exchange (“NYSE”) and other regulatory requirements.
Cybersecurity Oversight Experience contributes to the Board’s understanding and oversight of the Company’s cybersecurity and information technology risks.

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Proposal 01: Election of Directors

Director Nominees

DIRECTOR SINCE: 2022 COMMITTEES: NONE		Scott M. Brinker, 46, President and Chief Executive Officer, Director PROFESSIONAL EXPERIENCE ●   Healthpeak’s President, Chief Executive Officer and a member of the Board since October 2022, President and Chief Investment Officer from January 2020 to October 2022, and Executive Vice President and Chief Investment Officer from March 2018 to December 2019. ●   Executive Vice President and Chief Investment Officer of Welltower Inc. (NYSE: WELL), a healthcare REIT, from July 2014 to January 2017, and Executive Vice President – Investments from February 2012 to July 2014. OTHER CURRENT PUBLIC COMPANY BOARDS ●   None

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Proposal 01: Election of Directors

DIRECTOR SINCE: 2018 COMMITTEES: COMPENSATION, GOVERNANCE (CHAIR)		Katherine M. Sandstrom, 54, Independent Vice Chair of the Board PROFESSIONAL EXPERIENCE ●   Advisor to Heitman LLC from July 2018 to March 2019. ●   Senior Managing Director and global head of Heitman LLC’s Public Real Estate Securities business from 2013 to 2018. ●   Several senior leadership positions at Heitman LLC across multiple facets of the institutional real estate investment industry. ●   Member of Global Management Committee, the Board of Managers and the Allocation Committee while at Heitman LLC. ●   Certified Public Accountant. OTHER CURRENT PUBLIC COMPANY BOARDS ●   EastGroup Properties, Inc. (NYSE: EGP) ●   Urban Edge Properties (NYSE: UE)

DIRECTOR SINCE: 2023 COMMITTEES: NONE		James B. Connor, 64, Independent Director PROFESSIONAL EXPERIENCE ●   Chairman and Chief Executive Officer of Duke Realty Corporation (formerly NYSE: DRE), a REIT, from April 2017 until the company’s acquisition by Prologis, Inc. (NYSE: PLD) in October 2022. President and Chief Executive Officer from January 2016 to April 2017, Senior Executive Vice President and Chief Operating Officer from 2013 to 2015, Senior Regional Executive Vice President from 2011 to 2013, Executive Vice President Midwest Region from 2003 to 2010, and Senior Vice President from 1998 to 2003. ●   Various executive and brokerage positions at Cushman & Wakefield from 1981 to 1998, most recently as Senior Managing Director for the Midwest area. ●   Former First Vice Chair of the Executive Board of National Association of Real Estate Investment Trusts (“Nareit”). ●   Member of the Real Estate Roundtable. ●   Member of the Society of Industrial and Office Realtors (SIOR). ●   Vice Chair of the Board of Trustees of Roosevelt University in Chicago and on the Advisory Board of the Marshall Bennett Institute of Real Estate at Roosevelt University. OTHER CURRENT PUBLIC COMPANY BOARDS ●   EPR Properties (NYSE: EPR) ●   Prologis, Inc. (NYSE: PLD)

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Proposal 01: Election of Directors

DIRECTOR SINCE: 2007 COMMITTEES: AUDIT, COMPENSATION, INVESTMENT		Christine N. Garvey, 77, Independent Director PROFESSIONAL EXPERIENCE ●   Global Head of Corporate Real Estate Services at Deutsche Bank AG from 2001 to 2004. ●   Vice President, Worldwide Real Estate and Workplace Resources at Cisco Systems, Inc. from 1999 to 2001. ●   Group Executive Vice President at Bank of America from 1992 to 1998. ●   Former Director of MUFG Americas Holdings Corporation (formerly UnionBanCal Corporation), from 2007 to 2018. ●   Former Director at ProLogis, Inc. (NYSE: PLD), a REIT, from 2005 to 2017, and former Director at Catellus Development Corporation (formerly NYSE: CDX) from 1995 until its acquisition by ProLogis in 2005. ●   Former Director at MPG Office Trust, Inc., from 2008 to 2013. ●   Former Director at Hilton Hotels Corporation (NYSE: HLT), from 2005 to 2007. OTHER CURRENT PUBLIC COMPANY BOARDS ●   Toll Brothers, Inc. (NYSE: TOL)

DIRECTOR SINCE: 2018 COMMITTEES: AUDIT (CHAIR), INVESTMENT		R. Kent Griffin, Jr., 53, Independent Director PROFESSIONAL EXPERIENCE ●   Managing Director of PHICAS Investors since June 2016. ●   President, Chief Operating Officer and Chief Financial Officer of BioMed Realty Trust, Inc. (formerly NYSE: BMR) from March 2006 to February 2015. ●   Senior Vice President, investment banking division, Raymond James & Associates, Inc. from 2003 to 2006. ●   Associate, investment banking division, J.P. Morgan Securities, Inc. from 1998 to 2003. ●   Auditor, Arthur Andersen, LLP from 1992 to 1997. ●   Member of the Board of Advisors at Pilot Mountain Ventures. ●   Former Chairman and current member of the Board of Directors for Charleston Waterkeeper (nonprofit). ●   Chairman of the Board of Directors for Coastal Conservation League (nonprofit). ●   Member of Audit & Finance Committee for the Charleston County School District. ●   Former Director at Tier REIT, Inc. (NYSE: TIER), from 2017 to 2019. OTHER CURRENT PUBLIC COMPANY BOARDS ●   Cousins Properties Inc. (NYSE: CUZ)

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Proposal 01: Election of Directors

DIRECTOR SINCE: 2004 COMMITTEES: AUDIT, INVESTMENT (CHAIR), GOVERNANCE		David B. Henry, 74, Independent Director PROFESSIONAL EXPERIENCE ●   Chief Executive Officer of Kimco Realty Corporation (NYSE: KIM), a REIT, from November 2009 and Vice Chairman from May 2001, until his retirement from both positions in January 2016. President from November 2008 to August 2014. ●   Various positions, including Senior Vice President and Chief Investment Officer of GE Capital Real Estate and Chairman of GE Capital Investment Advisors from 1978 to 2001. ●   Director of Fairfield County Bank, a private Connecticut mutual savings bank; Pine Tree, LLC, a private real estate company; and Starwood Real Estate Income Trust, a non-traded REIT. ●   Serves on the real estate advisory boards of New York University, Bucknell College, Grupo Patio, Baruch College and Alto Real Estate Funds. ●   Co-founder and director of Peaceable Street Capital, a private specialty finance company. ●   Former Vice-Chairman of the Board of Governors, Nareit. ●   Former member of the Executive Board of the Real Estate Roundtable. ●   Former Trustee and Chairman of International Council of Shopping Centers (ICSC). ●   Former Director at VEREIT, Inc. (formerly NYSE: VER), from 2015 until its merger in 2021. ●   Former Director at Columbia Property Trust, Inc. (formerly NYSE: CXP), from 2016 until its merger in 2021. OTHER CURRENT PUBLIC COMPANY BOARDS ● Tanger Factory Outlet Centers, Inc. (NYSE: SKT)

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Proposal 01: Election of Directors

DIRECTOR SINCE: 2019 COMMITTEES: COMPENSATION (CHAIR), GOVERNANCE		Sara G. Lewis, 55, Independent Director PROFESSIONAL EXPERIENCE ●   Founder and Chief Executive Officer of Lewis Corporate Advisors, LLC from 2009 to 2018. ●   Executive Vice President and Chief Financial Officer of Washington Real Estate Investment Trust (NYSE: WRE) from 2002 to 2009, and Managing Director, Finance and Capital Markets from 2001 to 2002. ●   Vice President, Finance and Investor Relations of Corporate Office Properties Trust (NYSE: OFC) from 1999 to 2001. ●   Board Leadership Fellow of National Association of Corporate Directors since 2012; Directorship 100 recipient in 2017. ●   Member of the Board of Trustees of The Brookings Institution since 2016, as well as a member of the Executive Committee and Chair of the Governance Studies Council, Vice Chair of the Audit Committee, and member of the Investment Committee and Budget & Finance Committee. ●   Member of the Leadership Board and Corporate Governance Working Group of the U.S. Chamber of Commerce Center for Capital Markets Competitiveness since 2015, as well as a member of the ESG Working Group. ●   Delegate for the Advisory Council for Risk Oversight for the National Association of Corporate Directors. ●   Member of the Audit Committee Council of the Center for Audit Quality. ●   Member of the Board of Directors for Everside Health Group, Inc., a private health centers service group, since 2021. ●   Former member of the Public Company Accounting Oversight Board Standing Advisory Group, from 2015 to 2017. ●   Former Director at Sun Life Financial, Inc. (NYSE: SLF), from 2014 to 2021. ●   Former Director at PS Business Parks, Inc. (formerly NYSE: PSB) from 2010 to 2019. ●   Former Director at Adamas Pharmaceuticals, Inc. (formerly Nasdaq: ADMS) from 2014 to 2016. ●   Former Director at Plum Creek Timber Company, Inc. (formerly NYSE: PCL) from 2013 until its merger with Weyerhaeuser Company in 2016. ●   Former Director at CapitalSource, Inc. (formerly NYSE: CSE) from 2004 until its acquisition in 2014. ●   Certified Public Accountant and Chartered Financial Analyst. OTHER CURRENT PUBLIC COMPANY BOARDS ●   Freeport-McMoRan, Inc. (NYSE: FCX) ●   Weyerhaeuser Company (NYSE: WY)

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Proposal 01: Election of Directors

Board Effectiveness and Strategic Evolution

Our Board believes that improving its effectiveness is an ongoing and integrated process that requires thoughtful planning, evaluation, recruitment and orderly refreshment. Our Board continues to evolve and adapt in order to drive the Company’s strategic direction. This ongoing process is outlined below.

Director Selection

Onboarding and Education

Board Self-Evaluation

Board Composition and Refreshment

The Governance Committee considers a variety of factors when reviewing potential nominees for our Board, including:

The Governance Committee considers potential director nominees recommended by various sources, including Board members, stockholders and senior management. The Committee will consider director candidates properly recommended by stockholders in the same manner as recommendations received from other sources. For a description of the process for stockholders to recommend or nominate directors, see “Other Matters—2024 Stockholder Proposals, Director Nominations and Director Candidate Recommendations.”

The Chair of the Governance Committee, or a member designated by the Chair, is responsible for overseeing the search and interview process. The Committee will provide progress updates to our Board and will meet to consider and recommend final director candidates to the entire Board. Our Board then determines, taking into account the recommendation of the Committee, which candidates to appoint to our Board or nominate for election by our stockholders.

Director Candidate Search

In 2022, the Governance Committee engaged an independent director search firm to assist in identifying and evaluating potential director candidates, including establishing director nominee criteria and evaluating the candidates’ credentials. As a result of this engagement, the Committee identified Mr. Connor as a director candidate, and the Board appointed Mr. Connor in March 2023.

Nominee Independence Considerations

Our Board determined that all non-employee director nominees are independent according to NYSE listing standards. For a director to be considered independent under NYSE rules, our Board must affirmatively determine that the director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with

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Proposal 01: Election of Directors

us), with certain types of relationships automatically disqualifying the director as independent. Our Board annually evaluates the independence of each non-employee director by considering any matters that could affect the director’s ability to exercise independent judgment in carrying out his or her responsibilities. This evaluation includes any transactions or relationships between the director, members of his or her family and organizations with which that director or family members have an affiliation, on the one hand, and us, our subsidiaries and management, on the other hand.

Based upon its most recent review, our Board affirmatively determined that each of Mses. Garvey, Lewis and Sandstrom and Messrs. Cartwright, Connor, Griffin and Henry is independent under the rules of the NYSE. Our Board also affirmatively determined that Ms. Lydia Kennard was independent for the portion of 2022 during which she served as a director. We refer to directors for whom we have affirmatively determined independence under NYSE rules as “Independent Directors.” Our only non-independent director is our President and CEO, Scott Brinker.

Proxy Access

Our Bylaws permit a stockholder, or group of up to 25 stockholders, owning at least 3% of our outstanding common stock continuously for three years to nominate up to the greater of two directors or a number of directors constituting up to 20% of our Board for inclusion in our proxy materials for an annual meeting of stockholders, subject to complying with the requirements contained in our Bylaws. For more information on using proxy access to nominate directors, see “Other Matters—2024 Stockholder Proposals, Director Nominations and Director Candidate Recommendations.”

25	3%	3	20%
Up to a group of 25 stockholders	Owning at least 3% of our shares	Continuously for 3 years	May nominate the greater of two nominees or 20% of our Board

	Onboarding and orientation: When a director joins our Board, management and the existing Board members provide an orientation to familiarize the new director with the Company’s strategy, business and policies. This orientation typically includes meetings between the new director and senior management to review the Company’s strategy, business plan and risk profile, as well as providing the new director with background material on the Company.
	Deep dives and meaningful engagement: Throughout the year, our management team, as well as outside advisors, present to the Board on substantive topics that affect our business and relate to our strategy. During our regular quarterly Board meetings, our directors meet with members of management, including emerging leaders and high-performing employees, to receive additional insight on our operations. During 2022, our directors received legal, corporate governance, executive compensation, ESG and cybersecurity updates from outside and internal subject matter experts.
	Educational memberships and events: We encourage directors to attend director education programs relating to board responsibilities, corporate governance and/or substantive matters relevant to the Company. We provide a list of upcoming educational programs and conferences to our directors every quarter and reimburse all fees, costs and expenses of attendance. In addition, each director is provided with membership in the National Association of Corporate Directors, which provides continuing education programming for directors. In 2022, several of our directors attended director education events covering topics including corporate governance, ESG and cybersecurity, among other topics.
	Governance policymaking: Certain of our directors are actively involved in shaping policy around corporate governance. For example, Ms. Lewis, our Compensation Committee Chair and a member of our Governance Committee, is a member of the Leadership Board, Corporate Governance Working Group and ESG Working Group of the U.S. Chamber of Commerce Center for Capital Markets Competitiveness.

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Proposal 01: Election of Directors

Our Board conducts an annual self-assessment aimed at enhancing its effectiveness. Our directors review areas where they feel our Board functions effectively and, importantly, areas where our Board believes there are opportunities for improvement, including through ongoing and orderly Board refreshment.

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Proposal 01: Election of Directors

Board Composition and Committee Rotation

The Governance Committee periodically assesses our directors’ skills, experience and perspectives in the context of the Board’s overall composition, as well as the current and future needs of the Company and the Board. Among other matters, the Committee considers the results of its annual self-assessments for the Board and its committees when regularly reviewing Board leadership and committee composition.

In considering Board composition and leadership, the Board balances the benefits derived from continuity and experience, as well as the benefits derived from fresh viewpoints and perspectives. By periodically rotating committee composition, our directors gain a comprehensive understanding of different aspects of our business. Considering our Company’s portfolio transformation, strategic direction and enhanced focus on corporate governance, human capital management and ESG, as well as director refreshment and scheduled retirements under our director term limit policy, our Board conducted a comprehensive review of its composition and structure and made the following updates in 2022:

Refreshment

Director Retirement Policy

Our Board believes that our directors develop an understanding of the Company and an ability to work effectively as a group over time. Accordingly, our Board places value on year-over-year continuity. At the same time, the Board believes that director refreshment is important to help ensure that Board composition is aligned with the needs of the Company as our business evolves. The Board has strategically reviewed our director retirement policy over time as part of its ongoing commitment to refreshment. As a result of this review, our Board adopted a 15-year director term limit policy in 2020 in place of its prior age 75 retirement policy.

Our current average director tenure is 7 years, and our current median director tenure is 5 years.

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Corporate Governance

Board and Stockholder Meeting Attendance

Our Board’s primary responsibility is to oversee the long-term health and success of our business on behalf of stockholders. In order to effectively carry out that duty to stockholders, our Board commits a substantial amount of time and attention throughout the year to the most significant aspects of our business. Directors are expected to, and do, ask challenging questions of management.

Our policy is that directors should make every effort to attend all meetings of our Board and the annual meeting of stockholders, as well as all meetings of Board committees for which they are members. Our directors are committed to their responsibilities and are highly engaged, as demonstrated by their attendance at 100% of the aggregate number of meetings of our Board and the committees on which the director served in 2022. All of our then-serving directors attended the 2022 annual meeting of stockholders.

We value the experience our directors bring from other boards on which they serve, but we also recognize that those boards may present demands on a director’s time and availability. Under our overboarding policy set forth in our Corporate Governance Guidelines, which are reviewed by the Governance Committee annually, directors may not serve on the board of directors of more than four other public companies, and our President and CEO may not serve on the board of directors of more than two other public companies.

Corporate Governance Highlights

We are committed to sustainable corporate governance practices that promote long-term value creation, transparency and accountability for our stockholders. Based on investor feedback on our governance practices, along with our ongoing evaluation of best practices, we made a number of governance and disclosure enhancements in recent years.

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Corporate Governance

Corporate Governance Policies

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Corporate Governance

Risk Oversight

Board Responsibilities

Our Board believes that effective risk management involves our entire corporate governance framework. Both management and our Board have key responsibilities in managing risk throughout the Company, as shown below. The Board oversees the risk management process. Oversight of risks inherent in their respective areas of oversight are delegated to the various Board committees, with each committee working with management and reporting to our Board at each regular Board meeting.

Our risk management process includes checks and balances that allows our Independent Directors to review and consider any risk matters. In the event it is advisable that our Independent Directors review or take alternative action on management’s recommendation on any risk matters, our independent Chairman has the authority to call and preside at special meetings or executive sessions of the Independent Directors as necessary or advisable.

Management Responsibilities

Management proactively analyzes the short-, intermediate- and long-term risks that may adversely affect our business, operations or financial condition. Management utilizes an ongoing assessment process that identifies material risks and implements management and mitigation strategies, reporting to and working with the Board and its committees. Our formal Enterprise Risk Management program identifies, assesses, evaluates, responds to and monitors the risks identified by management’s various subject matter experts across the Company, including finance, tax, legal, operations, internal audit and the business segments. Our General Counsel, who reports to our President and CEO, oversees our compliance program, and our Vice President of Internal Audit, who has a direct reporting line to our independent Audit Committee Chair, oversees our Enterprise Risk Management program and our ongoing risk assessment process.

After determining risks that could have a material business, operational or financial impact, management models the potential impact using a scorecard/heat map, in addition to analyzing trends of increasing or decreasing importance. Our Board and its committees receive reports from and engage with management regarding these risks, their potential impacts and the steps management has taken to monitor and mitigate these risks, making determinations on any action warranted. These risks include short-, intermediate- and long-term risks, as well as both existing risks and emerging risks. Our Board’s oversight standards apply regardless of the immediacy of the risk assessed. Each of our current directors possesses risk oversight and management experience, which we believe makes our Board particularly effective in engaging with management to address existing risks and identify significant emerging risks.

In addition to identifying and mitigating risks, management assesses which risks merit disclosure in our periodic reports, including through a cross-functional management-level disclosure committee that meets quarterly to identify any significant emerging risks warranting disclosure, as well as an extensive annual cross-functional review of our risk factors disclosed in our Annual Report on Form 10-K. These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that this information is accumulated and communicated to our management to allow for timely decisions regarding disclosure. These disclosure controls and procedures, and the resulting assessments and determinations regarding disclosure of risks, are discussed regularly with our Board as part of its risk oversight function.

Our Board periodically reviews management’s risk mitigation strategies, including our crisis management response protocols and business continuity plan, with management to ensure that we appropriately and timely identify and respond to emerging risks. As determined appropriate, our Board is also guided by independent advisors, who report from time to time to the Board on various risk topics within their area of expertise. For example, an external cybersecurity consultant presents to our Board at least annually regarding known and emerging cybersecurity risks and its cybersecurity reviews of our systems, and our independent auditors present to our Board regularly regarding various operational and other risks that could impact our financial statements.

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Corporate Governance

Risk Oversight Responsibilities

Board Responsibilities
	Oversight of the risk management process		Leadership of management succession planning		Review of periodic reports from Board committees on specific risk oversight responsibilities
	Development of business strategy and major resource allocation		Business conduct and compliance oversight		Oversight of ESG matters

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Corporate Governance

Stockholder Engagement

We engage in proactive outreach to discuss governance and compensation topics of interest to our stockholders. We believe that ongoing dialogue with our stockholders is a critical component of responsive and transparent corporate governance. Stockholder feedback has been instrumental in structuring our executive compensation program, as well as enhancing our corporate governance practices. The following graphic illustrates our annual cycle of stockholder outreach:

Communicating with the Board

If you wish to contact members of our Board, the Chairman of the Board, the Vice Chair of the Board, any Board committee, or our Independent Directors as a group, you may send written correspondence to our Corporate Secretary at Healthpeak Properties, Inc., 4600 South Syracuse Street, Suite 500, Denver, Colorado 80237. Please clearly note the name(s) of any specific intended Board recipients. If you are a stockholder, please also provide documentation of share ownership and appropriate contact information in all correspondence. Our Corporate Secretary will process and direct your communication to the appropriate member(s) of our Board, other than items unrelated to our Board’s duties, such as spam, junk mail, solicitations, employment inquires and similar items (at their request). This centralized process assists our Board in reviewing and responding to stockholder and interested party communications in a more efficient manner.

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Corporate Governance

ESG Initiatives

Our Board believes that integrating ESG initiatives into our strategic business objectives is critical to our long-term success. Through our integrated and ongoing approach to sustainability, we seek to drive positive change and create value for our stakeholders.

ESG Oversight

ESG Focus Areas

Informed by internal assessments and stakeholder engagement, we prioritize the ESG initiatives that we believe matter most to our business and stakeholders, keeping in mind our operational level of control with respect to our properties. Our key performance indicators for these areas include:

Climate Risk Management	Governance Initiatives	Social Responsibility	Value Creation ●  Cost savings ●  Tenant attraction and satisfaction ●  Sustainable returns
●  Efficient buildings to generate savings ●  Proactive green strategies	●  Best-in-class corporate governance practices ●  Transparency ●  Risk management ●  Ethics and compliance	●  Diversity, equity and inclusion ●  Talent acquisition, retention and development ●  Employee engagement and satisfaction ●  Community engagement

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Corporate Governance

Climate, Environment and Resiliency

We recognize the urgency of climate risk and its potential impact on our communities. At the forefront of our ESG strategy, we strive to own sustainable buildings, minimize our carbon footprint and reduce operating costs.

	Science-Based Targets: As the first healthcare REIT to establish long-term science-based targets to reduce GHG emissions across our value chain, including our operations (Scopes 1 and 2) and our supply chain (Scope 3), we continue to take proactive steps to reduce our GHG emissions, energy usage, water consumption and landfill waste and increase recycling.
	Asset-Level Physical Climate Risk Assessment: We undertake an annual independent physical climate risk assessment of our portfolio, which allows us to better understand and prioritize potential business risks and impacts related to climate change and enhance our risk mitigation strategies.
	Green Financing: To further align our business strategy with our ESG priorities, we issued two green bonds in 2021 with total gross proceeds of $950 million. In 2022, we completed the allocation of the net proceeds of $938 million from these green bonds to pay for the acquisition or development costs, in whole or in part, of four LEED Gold certified Life Science properties in furtherance of our goal to own sustainable green-certified buildings.

Human Capital Management

Our Board was an early adopter of board-level human capital management oversight and formally amended the Compensation Committee Charter in 2018 to memorialize its oversight of human capital matters. Our Board believes that human capital management is vital to the Company’s organizational health and is strongly committed to diversity and equal opportunity, with the tone set from the top. The Compensation Committee has oversight over human capital matters, including culture, diversity, equity, inclusion, talent acquisition, retention, employee satisfaction and engagement, succession planning and executive compensation.

Cornerstones of Our Human Capital Management Initiatives
	Diversity, equity and inclusion: Makes our organization stronger through a variety of skills, perspectives and backgrounds		Training and development: Helps enhance career and professional development and identify emerging leaders		Health, safety and wellness: Protects our most vital assets – our employees – through special training and other measures
	Employee satisfaction and engagement: Helps us retain top talent and continuously enhance our performance		Compensation and benefits: Provides merit-based, equitable compensation to attract, retain and recognize top talent		Succession planning: Ensures that top management positions can be filled without undue interruption
	Attracting top talent: Positions us for long-term success		Community partnership: Provides support to charitable organizations and initiatives that share our mission

Key 2022 ESG Initiatives 

	Published our 11th annual ESG Report aligned with several leading reporting frameworks
	Allocated proceeds from two green bonds to acquisition or development costs of four LEED Gold certified Life Science properties
	Continued implementing projects to achieve our long-term science-based GHG emissions reduction targets, as well as energy, water and waste reduction goals
	Continued focusing on diversity, equity and inclusion initiatives

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Corporate Governance

Board Leadership Structure

Independent Chairman and Vice Chair

As part of its ongoing evaluations, our Board carefully considers the appropriate Board leadership structure, taking into account each director’s skills, experience and perspectives, as well as the current and future needs of the Company and our Board.

Our Board has determined that an appropriate structure for the Company and its stockholders at this time includes an independent Chairman of the Board and independent Vice Chair. These roles effectively allocate authority, responsibility and oversight between management and the independent members of our Board. This structure gives primary responsibility for the operational leadership and strategic direction to the CEO, while enabling our independent Chairman and Vice Chair to facilitate our Board’s oversight of management, promote communication between management and the Board and support our Board’s consideration of key governance and ESG matters.

Our Corporate Governance Guidelines outline the considerations relating to our Board leadership. These considerations include potentially filling the positions of Chairman of the Board and CEO by one individual or two different individuals as the Board determines is appropriate. The Board believes it is important to structure its leadership based upon its assessment of the Company’s needs including, without limitation, our business, strategic opportunities and succession planning priorities. Our Board also takes into account the views of institutional investors and proxy advisory firms, as well as governance and industry trends.

We engage in ongoing stockholder outreach and dialogue on a variety of issues, including with respect to corporate governance matters such as our Board’s composition and leadership structure. In addition, our independent Chairman, independent Vice Chair and independent Board committee chairs represent the Board in stockholder outreach and engagement as they deem necessary or advisable. Should our Board determine that a combined Chairman and CEO position is appropriate, our Board would decide whether and when to seek additional prior stockholder input, balancing the needs of the Company and the considerations driving the timing and disclosure of the appointment.

Brian G. Cartwright serves as our independent Chairman of the Board. Our Chairman actively manages our Board by:

In connection with the above responsibilities, our Chairman leads our Board in overseeing the management and direction of the Company; however, any specific actions taken in connection with this oversight responsibility are exercised by our full Board or any Board committee to which authority has been delegated by our Board, and not by any individual director.

Katherine M. Sandstrom serves as our independent Vice Chair of the Board. Our Vice Chair supports our Board by helping to plan for future Board leadership roles and succession, as well as orderly director refreshment, including actively overseeing the search for potential director candidates.

Executive Sessions

The Independent Directors hold regular executive sessions to provide an opportunity to discuss matters without Company management present, including our President and CEO. These executive sessions allow for candid conversations and promote the independence of our Board from management. Executive sessions often follow regularly scheduled Board and committee meetings, but are also sometimes held independently of regular Board and committee meetings. Any Independent Director may call an executive session.

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Corporate Governance

Board Committees

Our Board has a standing Audit Committee, Compensation and Human Capital Committee, and Nominating and Corporate Governance Committee, each of which has a written charter available on our website at healthpeak.com/esg/governance. Our Board also has a standing Investment and Finance Committee to review Healthpeak’s potential investments, financing requirements and related capital structure, plans and strategies.

As a corporate governance best practice, the Governance Committee annually considers the composition of our standing Board committees to ensure an appropriate balance of workloads and a diversity of perspectives. The committee descriptions below reflect the current membership of the standing committees of our Board and the number of meetings and attendance for each in 2022. Ms. Kennard served on the Audit and Compensation Committees until her departure in July 2022 and attended 100% of Board and Committee meetings during this time. Mr. Brinker does not and will not serve on any Board committees. Mr. Connor was appointed to the Board in March 2023 and has not yet been appointed to any Board committees.

Audit Committee CURRENT MEMBERS R. Kent Griffin, Jr.*, Chair Christine N. Garvey* David B. Henry* *NYSE/SEC Financial Expert 100% INDEPENDENT

KEY MEMBER SKILLS ●  High level of financial experience ●  Senior leadership experience ●  Risk oversight/management experience Total 2022 Meetings: 4 2022 Meeting Attendance: 100%

2022 HIGHLIGHTS

RESPONSIBILITIES INCLUDE:

Investment and Finance Committee CURRENT MEMBERS David B. Henry, Chair Christine N. Garvey R. Kent Griffin, Jr. 100% INDEPENDENT

KEY MEMBER SKILLS ●  REIT/real estate experience ●  Public company executive/Board experience ●  Investment expertise Total 2022 Meetings: 2 2022 Meeting Attendance: 100%

2022 HIGHLIGHTS

RESPONSIBILITIES INCLUDE:

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Corporate Governance

Compensation and Human Capital Committee CURRENT MEMBERS Sara G. Lewis, Chair Christine N. Garvey Katherine M. Sandstrom 100% INDEPENDENT

KEY MEMBER SKILLS ●  Senior leadership experience ●  Human capital management experience Total 2022 Meetings: 3 2022 Meeting Attendance: 100%

2022 HIGHLIGHTS

RESPONSIBILITIES INCLUDE:

For information on the role of Ferguson Partners Consulting L.P. (“Ferguson Partners Consulting”), the Compensation Committee’s independent compensation consultant, relating to executive compensation decisions, as well as the role of our President and CEO for our other executive officers, see “Compensation Discussion and Analysis.”

Nominating and Corporate Governance Committee CURRENT MEMBERS Katherine M. Sandstrom, Chair Brian G. Cartwright David B. Henry Sara G. Lewis 100% INDEPENDENT

KEY MEMBER SKILLS ●  Legal/regulatory experience ●  Public company executive/Board experience ●  Risk oversight/management experience Total 2022 Meetings: 4 2022 Meeting Attendance: 100%

2022 HIGHLIGHTS

RESPONSIBILITIES INCLUDE:

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Director Compensation—2022

Annual Compensation

In consultation with Ferguson Partners Consulting, the Compensation Committee’s independent compensation consultant, the Compensation Committee periodically reviews our Independent Director compensation program for continued alignment with comparable companies and sound governance practices. In connection with this review, Ferguson Partners Consulting performs a benchmarking analysis of our director compensation program against our proxy peer companies identified on page 58. As a result of this analysis and upon Ferguson Partners Consulting’s recommendation, our Board determined to update annual director compensation to better align director compensation with compensation paid to the directors of our peer companies. In making this determination, our Board reviewed peer director compensation, relative Board size, number of meetings and roles and responsibilities of committees, noting that director compensation had not been updated since 2020. Our Board approved the following changes in 2022:

●  Annual equity retainer increased from $160,000 to $180,000

●  Independent Chairman annual fee increased from $110,000 to $140,000

●  Vice Chair annual fee was set at $70,000

●  Audit Committee member annual fee increased from $15,000 to $17,500

●  Compensation Committee member annual fee increased from $7,500 to $10,000

●  Governance Committee Chair annual fee increased from $15,000 to $20,000, and member annual fee increased from $5,000 to $9,000

●  Investment Committee Chair annual fee increased from $20,000 to $25,000, and member annual fee increased from $5,000 to $7,500

Compensation paid to our Independent Directors for services in 2022 is further described below. Mr. Brinker, our President and CEO and a director, received no separate compensation for his services as a director in 2022.

ANNUAL INDEPENDENT DIRECTOR COMPENSATION

Independent Director Cash Compensation

We pay an annual cash retainer of $85,000 to each director, as well as an additional annual cash retainer of $140,000 to our independent Chairman and $70,000 to our independent Vice Chair, and committee fees as set forth in the table above. The Board determined to appoint a Vice Chair to assist our Board and Chairman of the Board in planning for future Board leadership roles and succession, as well as refreshment. In 2022, Mr. Henry was also paid a fee of $50,000 for his additional work in supporting the Chairman of the Board prior to Ms. Sandstrom formally being appointed as Vice Chair in the newly created role.

We also pay Independent Directors an additional $1,500 per meeting fee for each Board or individual committee meeting they attend beyond 10 meetings of our Board or that committee, as applicable, in a given calendar year (for example, for each Audit Committee meeting after 10 Audit Committee meetings in one calendar year). In 2022, there were no such additional meetings.

All cash retainers are paid quarterly in arrears and prorated based on the number of days that a member serves in the applicable capacity. We also reimburse Independent Directors for director education and reasonable travel expenses in connection with their Board duties.

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Director Compensation—2022

Independent Director Equity Compensation

We grant an annual equity retainer in restricted stock units (“RSUs”) with a grant date fair value of $180,000, rounded up to the nearest whole share, to each Independent Director who is elected at the annual meeting of stockholders or is initially appointed as an Independent Director other than at the annual meeting. The award for a new Independent Director who is initially appointed other than at an annual meeting may be pro-rated. In 2022, each independent director was granted an annual equity award in the form of RSUs with a grant date fair market value of $180,034 on April 28, 2022. The RSUs cliff-vest in full on the earliest of the first anniversary of the grant date, the Company’s next annual meeting of stockholders, or the termination of the independent director’s service due to death, disability or a retirement from the Board at age 65 with at least five years of service or age 60 with at least 15 years of service. The awards are subject to forfeiture if the independent director’s service terminates for any other reason. The Compensation Committee believes that the 1-year cliff vesting promotes retention during the annual term in which our directors serve.

2022 Independent Director Compensation

The following table summarizes the compensation of the Independent Directors for the fiscal year ended December 31, 2022.

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Director Compensation—2022

Director Compensation Policies and Plans

Director Stock Ownership Guidelines

Independent Directors are required to accumulate and hold shares of Healthpeak stock (including RSUs) equal in value to at least five times the amount of the annual cash retainer for Independent Directors. The guidelines are effective on the first May 15 that occurs more than five years after an Independent Director first becomes a member of our Board. Once subject to the guidelines, an Independent Director’s level of stock ownership will be reviewed annually on May 15 for as long as the director remains in office. The Governance Committee is responsible for reviewing, overseeing and monitoring compliance with the director stock ownership guidelines. All of our Independent Directors for whom the guidelines were effective as of May 15, 2022, satisfied our director stock ownership guidelines as of that date.

Director Deferred Compensation Plan

We maintain a deferred compensation plan (the “Director Deferral Plan”), which permits our Independent Directors to elect to defer their annual retainers. Amounts deferred under the Director Deferral Plan generally are payable in cash as a lump sum, in monthly installments, or a combination of both, as elected by the director, upon the termination of the director’s service on our Board, the director’s death or such earlier date as elected by the director. A director participating in the Director Deferral Plan may elect to have his or her deferred compensation credited to (i) an interest rate account wherein the deferrals accrue interest at a rate equal to the current prime rate minus 1%, or (ii) a stock credit account wherein the deferrals are treated as if invested in our common stock with the account increasing for dividends paid, and increasing or decreasing in value with changes in our stock price.

Director Stock-For-Fees Program

Under the Non-Employee Director Stock-for-Fees Program, each of our Independent Directors may elect to receive all or a portion of their annual retainer and meeting fees in the form of shares of our common stock in lieu of payment in cash. The election will apply to the elected amount of such fees that would otherwise be paid in cash, commencing with the fiscal quarter after the election is made. Shares will be issued as soon as practicable after we pay an ordinary cash dividend to our stockholders following the date that cash director fees for the preceding quarter would otherwise be payable to the director. The number of shares issued will be determined by dividing the amount of the fees by the average closing price of our common stock for the 10 trading days immediately preceding the relevant dividend payment date.

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Our Executive Officers

		Scott M. Brinker, 46, President and Chief Executive Officer Mr. Brinker has been our President and Chief Executive Officer since October 2022. He previously served as President and Chief Investment Officer from January 2020 until October 2022 and Executive Vice President and Chief Investment Officer from March 2018 until December 2019. Before joining Healthpeak, Mr. Brinker was at Welltower Inc. (NYSE: WELL), a healthcare REIT, from 2001 to 2017, most recently as its Executive Vice President and Chief Investment Officer.
DIRECTOR SINCE 2022
		Peter A. Scott, 43, Chief Financial Officer Mr. Scott has been our Chief Financial Officer since February 2017. He previously also served as Executive Vice President from February 2017 to July 2021. Prior to joining Healthpeak in February 2017, Mr. Scott served as a Managing Director, Real Estate Banking Group of Barclays, a financial services firm listed on the London Stock Exchange, from 2014 to 2017. His experience also includes various positions of increasing responsibility at the financial services firms Credit Suisse from 2011 to 2014, Barclays from 2008 to 2011 and Lehman Brothers from 2002 to 2008.
		Thomas M. Klaritch, 65, Chief Operating Officer Mr. Klaritch has been our Chief Operating Officer since September 2017. He previously also served as Executive Vice President, Chief Operating Officer and Chief Development Officer from February 2019 to July 2021, as Executive Vice President and Chief Operating Officer from August 2017 to February 2019, as Executive Vice President – Medical Office Properties from April 2008 to August 2017, and as Senior Vice President – Medical Office Properties from October 2003 to April 2008. Prior to joining Healthpeak, Mr. Klaritch was a founding member and Chief Financial Officer of MedCap Properties LLC, a company that owned, operated and developed healthcare real estate (Healthpeak acquired MedCap Properties LLC in October 2003). He has 40 years of operational and financial management experience in the medical office and hospital sectors. Mr. Klaritch is a Fellow in the Healthcare Financial Management Association. He is also a certified public accountant (inactive).

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Our Executive Officers

		Scott R. Bohn, 44, Chief Development Officer and Co-Head of Life Science Mr. Bohn has been our Chief Development Officer and Co-Head of Life Science since October 2022. He previously served as Executive Vice President – Co-Head of Life Science from January 2022 until October 2022, as Senior Vice President – Co-Head of Life Science from February 2021 until January 2022, as Senior Vice President – Life Science from January 2019 until February 2021, as Vice President – Life Science Estates from January 2014 until December 2018, and as Director – Life Science Estates from September 2012 until December 2013. Prior to joining Healthpeak, Mr. Bohn held various development, acquisition and leasing positions at Terreno Realty Corporation (NYSE: TRNO) in 2012, D’Aprile Properties from 2009 to 2011, AMB Property Corporation (now Prologis – NYSE: PLD) from 2006 to 2009, RREEF/Deutsche Bank from 2003 to 2006, and LaSalle Bank, from 2002 to 2003.
		Adam G. Mabry, 38, Chief Investment Officer Mr. Mabry has been our Chief Investment Officer since October 2022. He previously served as Senior Vice President – Investments from February 2018 to October 2022 and as Vice President – Corporate Transactions from June 2017 to January 2018. Prior to joining Healthpeak, Mr. Mabry was a Vice President at The Wolff Company, a fully-integrated real estate private equity firm, where he focused on executing structured transactions across the multifamily, senior and affordable housing sectors. Prior to that, he was a Vice President at Barclays in the real estate investment banking group. Mr. Mabry is a Chartered Financial Analyst® charterholder.
		Jeffrey H. Miller, 63, General Counsel Mr. Miller has been our General Counsel since November 2022. He previously served as Executive Vice President – Development from April 2021 to October 2022, as Executive Vice President – Senior Housing from January 2020 to March 2021 and as Senior Vice President – Senior Housing Asset Management from November 2018 to December 2019. Prior to joining Healthpeak, Mr. Miller served as Chief Operating Officer at Welltower, Inc. (NYSE: WELL), a healthcare REIT, from July 2014 to January 2017, and General Counsel from July 2004 to July 2014. He was a partner at the law firm Shumaker, Loop & Kendrick, LLP from 1996 to 2004, where he represented a broad range of clients in corporate and real estate matters.

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Our Executive Officers

		Shawn G. Johnston, 43, Executive Vice President and Chief Accounting Officer Mr. Johnston has been our Executive Vice President and Chief Accounting Officer since February 2019. He previously served as Senior Vice President and Chief Accounting Officer from August 2017 until January 2019. Prior to joining Healthpeak in August 2017, Mr. Johnston served as Vice President – Chief Accounting Officer of UDR, Inc. (NYSE: UDR), a multifamily real estate investment trust, from March 2016 to August 2017, and Vice President – Controller from September 2013 until March 2016. He also served as Interim Principal Financial Officer of UDR from June 2016 through December 2016. From August 2010 to August 2013, Mr. Johnston served as Chief Accounting Officer at American Residential Communities LLC, a residential real estate company. Prior to that, he served in the Ernst & Young LLP Audit Department, specializing in real estate, from October 2002 to August 2010.
		Ankit B. Patadia, 45, Executive Vice President and Treasurer – Corporate Finance Mr. Patadia has been our Executive Vice President and Treasurer - Corporate Finance since February 2023. He joined Healthpeak in 2010 and has served in a variety of roles, including Senior Vice President and Treasurer – Corporate Finance from February 2019 to January 2023, Vice President and Treasurer from 2018 to 2019, Assistant Treasurer and Vice President – Financial Planning and Analysis from 2017 to 2018 and Assistant Treasurer and Vice President - Capital Markets/Treasury from 2016 to 2017. Prior to joining Healthpeak, Mr. Patadia served as Senior Consultant at Deloitte Consulting from 2004 to 2008.
		Lisa A. Alonso, 46, Executive Vice President and Chief Human Resources Officer Ms. Alonso has been our Executive Vice President and Chief Human Resources Officer since January 2020. She joined Healthpeak in 2014 and served in a variety of roles, including Senior Vice President – Human Resources from February 2018 to December 2019, Vice President – Human Resources from January 2016 to January 2018, Director – Human Resources from April 2015 to December 2015, and Manager – Human Resources from November 2014 to April 2015. Prior to joining Healthpeak, Ms. Alonso served as Director of Human Resources/HR Business Partner at The Irvine Company’s Resort at Pelican Hill from April 2013 to July 2014. Prior to that, she served as Vice President of Human Resources and Director of Recruiting and Training at California First National Bancorp (Nasdaq: CFNB) from February 2003 to March 2013.

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Approval of 2022 Executive Compensation on an Advisory Basis

FOR	Our Board recommends a vote FOR approval of 2022 executive compensation on an advisory basis

Advisory Resolution

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, stockholders are entitled to cast a nonbinding, advisory vote to approve the compensation of our NEOs (often referred to as “say-on-pay”). Accordingly, you are being asked to vote on the following resolution at the Annual Meeting:

RESOLVED, that the stockholders APPROVE, on an advisory basis, the compensation paid to the NEOs, as disclosed in the proxy statement, which includes the “Compensation Discussion and Analysis,” the accompanying tables, and the related narrative disclosure, pursuant to the SEC’s executive compensation disclosure rules.

Our Board recommends that you vote FOR this resolution because it believes that our executive compensation program supports our compensation objectives and philosophies, including:

		Aligning compensation with stockholder interests and promoting long-term stockholder value creation
		Providing a straightforward and transparent compensation program, with rigorous, objective and at-risk performance, including future relative TSR as a significant component
		Attracting, motivating and retaining key employees with outstanding talent and ability
		Discouraging excessive risk-taking by balancing short- and long-term compensation with a mix of cash and equity incentives
		Paying for performance, with a meaningful portion of compensation tied to the Company’s strategic and financial goals, with limited fixed or discretionary components
		Robust oversight by an independent Board committee

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Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on Executive Compensation

1 YEAR

Our Board recommends a vote to hold future advisory votes on executive compensation every ONE YEAR

Stockholders are afforded the opportunity to cast an advisory vote on how often an advisory vote on executive compensation should be included in our proxy materials for future annual stockholder meetings (or a special stockholder meeting for which we must include executive compensation information in the proxy statement for that meeting). Under this Proposal No. 3, stockholders may vote to have the advisory vote on executive compensation every year, every two years or every three years. As required under SEC rules, we are required to submit this frequency vote to stockholders every six years.

Since 2011, our Board has provided stockholders with an opportunity to vote on executive compensation at every annual meeting. Our Board continues to believe that advisory votes on executive compensation should be conducted every year so that stockholders may annually express their views on our executive compensation program, which feedback the Compensation Committee considers in structuring the annual compensation program. If you do not have a preference regarding the frequency of future advisory votes on executive compensation, you should abstain from voting on the proposal.

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Letter from Our Compensation and Human Capital Committee

Dear Stockholders,

As the members of the Compensation and Human Capital Committee, we are responsible for overseeing the design and implementation of a competitive executive compensation program that furthers the interests of stockholders and demonstrates strong pay-for-performance alignment. This responsibility includes listening to and considering your views on executive compensation. We also help oversee management’s efforts to develop and implement a robust human capital management program.

The Compensation Discussion and Analysis, or CD&A, that follows describes what we pay, why we pay it and how we made our executive compensation decisions in 2022. Our compensation philosophy is intended to align the interests of our executives and stockholders through a transparent and rigorous compensation program.

We incentivize our executives by offering a combination of performance-based and fixed compensation, with a significant portion at risk in the form of performance-based equity awards. The value of these awards depends upon the value of our common stock, which we believe further aligns executives’ interests with those of our stockholders. We believe this compensation philosophy also motivates our talented management team, promotes the execution of our business strategy in a manner that focuses on long-term stockholder value creation, encourages prudent risk management and enhances retention of our executive team in a competitive marketplace for talent.

The key objectives of our compensation program include:

In 2022, we did not increase base salaries other than in connection with certain executive promotions. In addition, all objective metrics under our 2022 short-term incentive plan (STIP) were achieved at above-target levels, aligning executive bonus payouts with the Company’s financial and operational performance.

We remain firm in our belief that our compensation program provides compelling incentives for our executives, which in turn benefits our stockholders by driving our business strategy and goals. We believe our stockholders’ interests are best served over time by a balanced compensation program that takes a long-term, holistic view of our business strategy and emphasizes the drivers of long-term value creation.

Compensation and Human Capital Committee Report

We reviewed and discussed the CD&A with management, as well as the Compensation and Human Capital Committee’s independent compensation consultant and legal advisors. Based upon this review and discussion, we recommended to the Board that the CD&A be included in this proxy statement.

Compensation and Human Capital Committee of the Board of Directors

Sara G. Lewis (Chair) Independent Director

Christine N. Garvey Independent Director

Katherine M. Sandstrom Independent Director

The foregoing report of the Compensation Committee is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date of this proxy statement and irrespective of any general incorporation language in such filing.

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Compensation Discussion and Analysis

Named Executive Officers

Our CD&A describes Healthpeak’s 2022 executive compensation program for the named executive officers, or NEOs, listed below.

Scott M. Brinker President and Chief Executive Officer

Peter A. Scott Chief Financial Officer

Thomas M. Klaritch Chief Operating Officer

Scott R. Bohn Chief Development Officer and Co-Head of Life Science

Adam G. Mabry Chief Investment Officer

In addition, Thomas M. Herzog, our former Chief Executive Officer, and Troy E. McHenry, our Former Chief Legal Officer and General Counsel, are NEOs for 2022.

2022 Compensation Program Overview

Consistent with our goals of aligning executive and stockholder interests and appropriately incentivizing our executives, the Compensation and Human Capital Committee, or the Compensation Committee, adopted a compensation program that incorporates a mix of at-risk incentives and fixed pay designed to accomplish the key objectives of our executive compensation program. The key objectives of our executive compensation program are outlined in the Letter from Our Compensation and Human Capital Committee above. In 2022, our compensation program consisted of the following key elements, as further detailed under “2022 NEO Compensation” below.

Key Compensation Elements

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Compensation Discussion and Analysis

Pay-for-Performance Philosophy

Our executive compensation program rewards successful annual performance and encourages long-term value creation for our stockholders. NEO short- and long-term incentive compensation is subject to rigorous, objective, at-risk performance hurdles across multiple metrics and performance periods, which the Compensation Committee intends to incentivize management to drive Company performance and encourage prudent risk management consistent with the Company’s financial and strategic goals. The below graphics illustrate the mix of 2022 fixed pay (base salary) and at-risk pay incentives (cash incentive compensation and grant date fair value of equity awards granted during the year), presented at the target level of performance, for our CEO and our other NEOs (excluding Messrs. Herzog and McHenry, who terminated employment during the year).

PRESIDENT AND CEO		AVERAGE FOR ALL OTHER NEOs

Compensation Practices at a Glance

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Compensation Discussion and Analysis

2022 NEO Compensation

The Compensation Committee oversees the design and administration of our executive compensation program and evaluates these programs against Company performance, competitive practices, legal and regulatory developments and corporate governance trends. The Committee considers analysis and recommendations from Ferguson Partners Consulting when making compensation decisions. Additionally, our President and Chief Executive Officer provides feedback to the Committee with respect to our other executive officers based on individual performance.

Scott M. Brinker, President and Chief Executive Officer
	2022 TARGET COMPENSATION: $4.88 MILLION ($ millions)
	No changes were made to Mr. Brinker’s 2022 base salary or the target-level STIP opportunity compared to 2021. His 2022 target-level LTIP opportunity was increased to better align his equity compensation with the equity compensation of similarly-situated executives at peer companies. No changes were made to Mr. Brinker’s 2022 compensation following his promotion to President and Chief Executive Officer, and his target-level compensation was increased in 2023.

Peter A. Scott, Chief Financial Officer
	2022 TARGET COMPENSATION: $3.55 MILLION ($ millions)
	No changes were made to Mr. Scott’s 2022 base salary or target-level STIP opportunity compared to 2021. His 2022 target-level LTIP opportunity was increased to better align his compensation with the compensation of similarly situated executives at peer companies.