Form 4: Healthpeak Properties EVP Earns Performance-Based LTIPs

Healthpeak Properties' EVP and CAO, Shawn G. Johnston, earned performance-based LTIP Units, with some vesting immediately and others on a staggered schedule.

Summary

• Shawn G. Johnston, Executive Vice President and Chief Accounting Officer (EVP and CAO) of Healthpeak Properties, Inc., acquired 16,660 LTIP Units.
• A total of 1,198 LTIP Units, granted on February 15, 2023, were earned and vested in full on January 28, 2026, following the satisfaction of performance conditions.
• An additional 15,462 LTIP Units, granted on February 7, 2025, and May 1, 2025, were earned on January 28, 2026, after performance conditions were met.
• These 15,462 LTIP Units will vest in one-third increments on the first, second, and third anniversaries of February 7, 2025, contingent on continued employment.
• LTIP Units are membership interests in Healthpeak OP, LLC, convertible into common unit membership interests (OP Units) upon achieving equivalent capital account balance and vesting.
• OP Units are redeemable for cash equal to the fair market value of one share of the Issuer's Common Stock or convertible to shares of the Issuer's Common Stock on a one-for-one basis, with no expiration date.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting the achievement of performance targets and the successful execution of an executive compensation plan, which aligns management incentives with company performance.

Positives

• The earning of performance-based LTIP Units indicates that specific performance conditions set by the Compensation and Human Capital Committee were met, suggesting positive operational or financial achievements by the company.
• The vesting of these units serves as an incentive for key management personnel, aligning their interests with long-term shareholder value.

Future Outlook

The 15,462 earned LTIP Units will vest in one-third increments on the first, second, and third anniversaries of February 7, 2025, subject to the reporting person's continued employment through the applicable vesting date. These units, along with the 1,198 fully vested units, are convertible into OP Units and subsequently redeemable for cash or convertible into shares of the Issuer's Common Stock.

Industry Context

StockSavvy.ai notes that performance-based equity awards like LTIP Units are a common compensation structure in the REIT sector, designed to align executive incentives with long-term company performance and shareholder returns. The satisfaction of performance conditions for these awards suggests that Healthpeak Properties has met specific operational or financial targets, which is generally viewed positively within the industry.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for minor dilution upon conversion of LTIP Units to common stock, but also benefits from management's incentivized performance.
• Employees (specifically Shawn G. Johnston): Direct financial benefit and incentive for continued employment and performance.

Next Steps

• The 15,462 earned LTIP Units will vest in one-third increments on the first, second, and third anniversaries of February 7, 2025.
• Shawn G. Johnston may elect to convert the vested LTIP Units into OP Units, and subsequently redeem them for cash or convert them into shares of Healthpeak Properties' Common Stock.

Key Dates

Keywords

Healthpeak Properties, DOC, Shawn G. Johnston, LTIP Units, Performance-based compensation, Executive compensation, Insider transaction, SEC Form 4, Real Estate Investment Trust, REIT