3310 West End Avenue, Suite 700
Nashville, Tennessee 37203
P 615.269.8175 F 615.269.8461
www.healthcarerealty.com

April 24, 20239, 2024

Annual Meeting
of Stockholders

TO OUR STOCKHOLDERS:

You are cordially invited to attend the 20232024 annual meeting of stockholders of Healthcare Realty Trust Incorporated (the "Company"), to be held on June 5, 2023,May 21, 2024, at 10:00 a.m. (local time) at the Company's corporate offices, of Holland & Knight LLP, 511 Union Street,located at 3310 West End Avenue, Suite 2700,700, Nashville, Tennessee 37219.37203.

The following pages contain the formal notice of the annual meeting and our proxy statement, which describe the specific business to be considered and voted upon at the annual meeting. Whether or not you plan to attend the meeting, we would greatly appreciate your efforts to vote your shares as soon as possible by following the instructions located in the Notice of Internet Availability of Proxy Materials sent to you or in our proxy statement. If you attend the meeting and wish to vote in person, you may withdraw your proxy and vote your shares personally.

Sincerely,

John Knox Singleton
Chairman of the Board of Directors

3310 West End Avenue, Suite 700
Nashville, Tennessee 37203
P 615.269.8175 F 615.269.8461
www.healthcarerealty.com

April 24, 20239, 2024

Notice of Annual Meeting
of Stockholders

TO OUR SHAREHOLDERS:STOCKHOLDERS:

By order of the Board of Directors,

Senior Vice President, Corporate Counsel and Secretary

Proxy Statement
Proposal Overview

Table of Contents

Proxy Statement

Under rules adopted by the Securities and Exchange Commission (the "SEC"), the Company is making this Proxy Statement and the Annual Report to Stockholders available on the Internet instead of mailing a printed copy of these materials to each stockholder. Stockholders who receive the Notice of Internet Availability by mail will not receive a printed copy of these materials other than as described below. Instead, the Notice of Internet Availability contains instructions as to how stockholders may access and review the materials on the Internet, including information about how stockholders may submit proxies by telephone or over the Internet.

You can ensure that your shares are voted at the Annual Meeting by submitting your instructions by telephone or Internet, or, if you requested a printed copy of the proxy materials, by completing, signing, dating and returning the proxy card accompanying the materials in the envelope provided to you. Submitting your instructions or proxy by any of these methods will not affect your right to attend and vote at the Annual Meeting. We encourage our stockholders to submit proxies in advance of the Annual Meeting. A stockholder who gives a proxy may revoke it at any time before it is exercised by voting in person at the Annual Meeting by delivering a subsequent proxy or by notifying the inspectors of election in writing of such revocation. If your shares are held for you in a brokerage, bank or other institutional account, you must obtain a proxy from that entity and bring it with you to hand in with your ballot in order to be able to vote your shares at the Annual Meeting.

Proposal 1

The Company's Fifth Articles of Amendment and Restatement, as amended and supplemented, do not provide for cumulative voting and, accordingly, each stockholder may cast one vote per share of Common Stock for each nominee. AccordingPursuant to Maryland law, directors are elected bythe Company's Fourth Amended and Restated Bylaws ("bylaws"), to elect a pluralitydirector nominee, the affirmative vote of thea majority of all votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. An abstention may notpresent must be specified with respect to the election of directors. Broker non-votes will have no effect on the outcomecast in favor of the election.nominee. This means a director nominee must receive more votes “for” than “against” to be elected, with abstentions and broker non-votes not counting as votes “for” or “against.” If an incumbent director nominee fails to receive the required number of votes for reelection, then under Maryland law, he or she will continue to serve as a “holdover” director until his or her successor is duly elected and qualified. The Company has a director resignation policy that is applicable to any director that does not receive a majority of votes cast "for" his or her election to the Board in an uncontested election. This policy is described in greater detail beginning on page 10 of this Proxy Statement.

Qualifications of Nominees to be Directors

Director Nominees

The Board of Directors recommends that the stockholders vote FOR the election of allwould like to thank Mr. Blair and Mr. Braman for their service as directors. Mr. Blair was a founding independent member of the proposed nominees toboard of Legacy HTA and served as its lead independent director starting in 2014 and chairman of the BoardLegacy HTA board from August 2021 through the closing of Directors.the merger involving HRTI, LLC (formerly known as Healthcare Realty Trust Incorporated) ("Legacy HR") on July 20, 2022 (the "Merger"). His knowledge and wisdom gained through extensive experience in the REIT industry was invaluable in completing the Merger and establishing the strategy of the combined company moving forward.

Corporate Governance

Leadership Structure

The Company's Chairman of the Board and Chief Executive Officer positions are held by separate persons. John Knox Singleton is the independent Chairman of the Board and Todd J. Meredith serves as the Chief Executive Officer. The Board of Directors believes that separation of these roles is appropriate given the continuity provided by Mr. Singleton's long tenure on the Board and the leadership abilities demonstrated by Mr. Meredith to the Board of Directors.

Lead Independent Director; Non-Management Executive Sessions; Communicating With the Board

Periodically, the independent directors meet in executive session. As the independent Chairman of the Board, Mr. Singleton presides over the executive sessions. During 2022,2023, the independent directors held four executive sessions. Any interested party may communicate with the independent directors as a group by contacting Mr. Singleton in writing c/o Healthcare Realty Trust Incorporated, 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203. Any interested party may communicate directly with the full Board of Directors or any individual director by writing to Healthcare Realty Trust Incorporated, 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203, Attention: Secretary. The Secretary of the Company will review all correspondence intended for the entire Board and will forward to the Board copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board or committees thereof or that otherwise requires their attention.

Committee Membership

The Board of Directors has a Nominating and Corporate Governance Committee, Audit Committee, and Compensation and Human Capital Committee. The Board of Directors has adopted written charters for each committee. The committee charters are posted in the Corporate Governance section of the Company’s website, www.healthcarerealty.com, under the “Investor Relations” tab, and are available in print free of charge to any stockholder who requests a copy. All committee members are non-employee, independent directors.

The following sets forth the current members of the committees:

Committee Duties

Nominating and Corporate Governance Committee    Four meetings in 20222023

Audit Committee    FiveFour meetings in 20222023

Compensation and Human Capital Committee                            Nine meetings in 20222023

Code of Ethics

The Company has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all officers, directors, and employees of the Company, including its principal executive officer, principal financial officer, principal accounting officer, and controller, or persons performing similar functions. The Code of Ethics is posted in the Corporate Governance section of the Company’s website, www.healthcarerealty.com, under the “Investor Relations” tab. Interested parties may address a written request for a printed copy of the Code of Ethics to Healthcare Realty Trust Incorporated, 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203, Attention: Investor Relations. The Company intends to satisfy the disclosure requirement regarding any amendment to or a waiver of a provision of the Code of Ethics for the Company’s principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions by posting such information on its website.

Director Resignation Policy

The Company's bylaws provide for a majority vote standard for the election of directors. To elect a director nominee, the affirmative vote of a majority of all votes cast at a meeting at which a quorum is present must be cast in favor of the nominee. This means a director nominee must receive more votes “for” than “against” to be elected, with abstentions and broker non-votes not counting as votes “for” or “against.” If an incumbent director nominee fails to receive the required number of votes for reelection, then under Maryland law, he or she will continue to serve as a “holdover” director until his or her successor is duly elected and qualifies. In addition, the Company has a director resignation policy. The director resignation policy provides that, in an uncontested election, any director who receives a greater number of withheld votes than votes for election must tender his or her resignation to the Board promptly following certification of the stockholder vote. Upon such resignation, the Nominating and Corporate Governance Committee will have 45 days following certification of the stockholder vote to consider the resignation and recommend to the Board whether or not to accept such resignation. Following the recommendation of the Nominating and Corporate Governance Committee, the Board must decide within 90 days following certification of the stockholder vote whether or not to accept the resignation. After making its decision, the Board will promptly disclose the decision in a Current Report on Form 8-K filed with the SEC. The director resignation policy is included in the Company’s Corporate Governance Principles, which are posted in the Corporate Governance section of the Company’s website at www.healthcarerealty.com under the “Investor Relations” tab.

Meeting Attendance

Director Education

The Nominating and Corporate Governance Committee has adopted a set of education guidelines and encourages all directors to pursue ongoing education and development studies on topics that they deem relevant given their individual backgrounds and committee assignments on the Board of Directors. Each director is requested to attend at least one director education program every three years. The Company pays for each director’s expenses incurred to attend director education programs.

Risk Oversight

MUTA Opt-Out

Proxy Access

Anti-Hedging Policy

Independence of Directors

The Board of Directors has adopted a set of Corporate Governance Principles (the “Principles”) addressing, among other things, standards for evaluating the independence of the Company’s directors. The full text of the Principles can be found in the Corporate Governance section of the Company’s website, www.healthcarerealty.com, under the “Investor Relations” tab. A copy may also be obtained upon request from the Company’s Secretary.

Pursuant to the Principles, the Board undertook its annual review of director independence under the leadership of the Nominating and Corporate Governance Committee in February 2023.2024. During this review, the Nominating and Corporate Governance Committee and the Board considered transactions and relationships between each director and nominee or any member of his or her immediate family and the Company and its subsidiaries, affiliates and equity investors. The Nominating and Corporate Governance Committee and the Board also examined transactions and relationships between directors and nominees or their affiliates and members of senior management or their affiliates. As provided in the Principles, the purpose of

To aid in making its annual review of director and nominee independence, the Board has adopted categorical standards for determining independence consistent with New York Stock Exchange ("NYSE") requirements. A director or nominee is independent unless:

In addition to the above criteria, with respect to members of the Compensation and Human Capital Committee, the Board considers all factors relevant to determining whether a director has a relationship to the Company that is material to that director's ability to be independent from management in connection with the duties of a Compensation and Human Capital

Committee member. Specifically, the Board considers the source of compensation of such director, and whether the director receives compensation from any person or entity that would impair his or her ability to make independent judgments about executive compensation. The Board also considers whether the director is affiliated with the Company, any subsidiary of the Company or any affiliate of a subsidiary of the Company.

As a result of this review, the Board affirmatively determined that, except for Mr. Meredith, all of the directors and nominees are independent of the Company and its management under the standards adopted pursuant to the Principles.

Director Nominee Evaluation Process

The Nominating and Corporate Governance Committee is responsible for developing and implementing policies and practices relating to corporate governance. As part of its duties, the Nominating and Corporate Governance Committee develops and reviews background information on candidates for the Board and makes recommendations to the Board regarding such candidates. The Committee also prepares and supervises the Board’s annual review of director independence and the Board’s performance self-evaluation. A copy of the Nominating and Corporate Governance Committee’s charter can be found in the Corporate Governance section of the Company’s website, www.healthcarerealty.com, under the “Investor Relations” tab.

Once the Nominating and Corporate Governance Committee has identified a prospective nominee, the Committee reviews the information provided to it with the recommendation of the prospective candidate, as well as the Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others.

The Nominating and Corporate Governance Committee also considers other relevant factors as it deems appropriate, including the current composition and diversity of the Board, the need for Audit Committee expertise and the evaluations of other prospective nominees. The Nominating and Corporate Governance Committee is committed to the Company's goal to have females and/or minorities represent at least a thirdone-third of the Board of Directors. In connection with the evaluation process, the Committee determines whether to interview the prospective nominee and, if warranted, one or more members of the Committee, and others as appropriate, interview prospective nominees in person or by telephone. After completing this evaluation, the Nominating and Corporate Governance Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines whether to nominate such persons after considering the recommendation and report of the Nominating and Corporate Governance Committee.

Stockholder Recommendation or Nomination of Director Candidates

The Nominating and Corporate Governance Committee will consider candidates for our Board of Directors recommended by our stockholders. Properly communicated stockholder recommendations will be considered in the same manner as recommendations received from other sources. Recommendations should be delivered to Healthcare Realty Trust Incorporated, Board of Directors, 3310 West End Avenue, Suite 700, Nashville, Tennessee 37203, Attention: Secretary. Recommendations must include, among other things, the full name and age of the candidate, a brief description of the

proposed candidate’s business experience for at least the previous five years and descriptions of the candidate’s qualifications and the relationship, if any, to the stockholder, and a representation that the nominating stockholder is a beneficial or record owner of our common stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected and a completed questionnaire (which questionnaire shall be provided by us, upon request, to the stockholder making the recommendation). Stockholders who are recommending candidates for consideration by our Board of Directors in connection with the next annual meeting of stockholders should submit their written recommendations not earlier than 150 days nor later than 120 days prior to the first anniversary of the date of this proxy statement.Proxy Statement.

The Company’s stockholders also possess the right to nominate candidates for election to the Board through the “proxy access” provisions of the Company’s bylaws, pursuant to which stockholders may nominate up to the greater of two director nominees or 20% of the number of directors up for election for inclusion in the Company’s proxy materials.

Environmental, Social, and Governance Oversight and Practices

The Board of Directors and management believe that embedding and integrating leading environmental, social and governance practices into its culture, strategy, and operations is fundamental to the Company's long-term growth. The Board of Directors is committed to overseeing Healthcare Realty’s ESG initiatives, receiving quarterly updates from management regarding the Company’s strategy, goals, opportunities, risks, reporting, and performance. To underscore its importance to our overall strategy, an ESG performance metric has been incorporated into the Company’s executive officer short-term incentive plan, linking executive compensation to the Company’s ESG performance. For additional information, see this proxy statement’sProxy Statement’s "Compensation Discussion and Analysis" section below.

In 2022,2023, the Company:

Additional information about the Company's ESG initiatives, KPIs, performance, and practices can be found in its 20222023 Corporate Responsibility Report and Sustainability Principles and Policies published on its website www.healthcarerealty.com/sustainability.

Security Ownership of Certain
Beneficial Owners and Management

During 2022,2023, based upon a review of these filings and written representations from the Company’s directors and executive officers, the Company believes that all reports required to be filed with the SEC by Section 16(a) during the most recent fiscal year were timely filed.filed, except for the annual equity grant to the independent directors that was inadvertently reported late. The grants were effective on June 5, 2023 but were not reported until June 27, 2023.

Proposal 2

The affirmative vote of a majority of the votes cast at the meeting is needed to ratify the appointment of BDO as the Company’s independent registered public accounting firm for the fiscal year 2023.2024. If the appointment is not ratified, the matter will be referred to the Audit Committee for further review. Abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal.

Audit and Non-Audit Fees

The following table details fees and expenses for professional services rendered by BDO to the Company for the last two fiscal years.

For the purpose of ensuring the continued independence of BDO, the Company determined that its independent registered public accounting firm will not provide consulting services to the Company. Additionally, the charter of the Audit Committee provides that the Audit Committee must pre-approve all services to be provided by the independent registered public accounting firm. Proposed services exceeding pre-approved cost levels or budgeted amounts also require specific pre-approval by the Audit Committee. All services provided by the Company’s independent registered public accounting firm were pre-approved by the Audit Committee, which concluded that the provision of such services by BDO was compatible with the maintenance of such accounting firm’s independence in the conduct of its auditing functions.

The Board of Directors recommends that the stockholders vote FOR ratification of the appointment of BDO USA, LLPP.C. as the Company’s independent registered public accounting firm.

Audit Committee Report

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except to the extent the Company specifically incorporates this report by reference therein.

The Audit Committee of the Board of Directors of the Company consists entirely of directors who meet the independence and experience requirements of the NYSE. Audit Committee members may serve on the audit committees of no more than three public companies.

Pursuant to the Sarbanes-Oxley Act of 2002 and rules adopted by the SEC, the Company must disclose which members, if any, of the Audit Committee are “audit committee financial experts” (as defined in the SEC’s rules). The Company’s Board of Directors has determined that Edward H. Braman, the chairman of the Audit Committee, Nancy H. Agee, Ajay Gupta, and Jay P. Leupp meet the criteria to be “audit committee financial experts.”

The Company’s management has primary responsibility for preparing the Company’s Consolidated Financial Statements and implementing internal controls over financial reporting. The Company’s 20222024 independent registered public accounting firm, BDO, is responsible for expressing an opinion on the Company’s Consolidated Financial Statements and on the effectiveness of its internal control over financial reporting.

The roles and responsibilities of the Audit Committee are set forth in its charter, which has been approved by the Board and is available on the Company’s website.

As more fully described in its charter, the Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the Consolidated Financial Statements and the reporting process. BDO is responsible for performing an integrated audit of the Company’s Consolidated Financial Statements in accordance with the standards of the Public Company Accounting Oversight Board (United States of America) and expressing an opinion on the conformity of the Consolidated Financial Statements to accounting principles generally accepted in the United States of America and on the effectiveness of internal control over financial reporting. The Company's internal audit function ("Internal Audit") is responsible to the Audit Committee and the Board for testing the integrity of the financial accounting and reporting control systems and such other matters as the Audit Committee and the Board determine.

To fulfill its responsibilities, the Audit Committee met and held discussions with management, Internal Audit, and BDO concerning the Consolidated Financial Statements for the fiscal year ended December 31, 20222023 and the Company’s internal control over financial reporting as of December 31, 2022.2023. Management, Internal Audit, and BDO made presentations to the Audit Committee throughout the year on specific topics of interest, including, among other items, the Company's (i) risk assessment process; (ii) information technology systems and controls; (iii) income tax risk and compliance; (iv) 20222023 integrated audit plan; (v) updates on completion of the audit plan; (vi) critical accounting policies; (vii) assessment of the impact of new accounting guidance; (viii) compliance with the internal controls required under Section 404 of the Sarbanes-Oxley Act; (ix) ethics and compliance program; (x) strategy and management of the implementation of new systems; (xi) non-GAAP measures and key performance indicators; and (xii) cybersecurity. The Audit Committee also discussed all communications required by the standards of the Public Company Accounting Oversight Board, the NYSE and the SEC with BDO.

The Audit Committee met with BDO quarterly, both together with management and separately, to review and discuss the scope of the audit and all significant matters related to the audit. The Audit Committee also met with key members of management in separate executive sessions, including the Company's Chief Executive Officer, Chief Financial Officer, General Counsel, Corporate Counsel, Chief Accounting Officer, heads of investments, operations, technology services, leasing and management, taxation, and compliance and Internal Auditinternal audit to discuss the Company's internal controls over financial reporting, the completeness and accuracy of the Company's Consolidated Financial Statements, and other matters.

The Audit Committee, along with the Company's management and Internal Audit, reviewed BDO's performance as a part of the Audit Committee's consideration whether to reappoint the firm as the Company's independent auditors. As part of this

review, the Audit Committee considered (i) the continued independence of the audit firm; (ii) evaluations of the audit firm by management and Internal Audit; (iii) the audit firm's effectiveness of communications and working relationships with the Audit Committee, management and Internal Audit; (iv) the length of time the audit firm has served as the Company's independent auditors; and (v) the quality and depth of the audit firm and the audit team's expertise and experience in the industry. As a part of the appointment process, the Audit Committee approves the selection of the independent auditor's lead engagement partner and independent review partner at the respective mandatory five-year rotation periods. In 2022, the Company's lead engagement partner rotated after five years of service. The Audit Committee also considered the advisability and potential impact of selecting a different independent registered public accounting firm.

In addition, the Audit Committee has received from BDO the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding auditor communications with the Audit Committee concerning independence, and has discussed independence with BDO.

The Audit Committee discussed with management and Internal Audit the Company’s financial risk exposures, internal controls and reporting procedures. As part of this process, the Audit Committee continued to monitor the scope and adequacy of the Company’s internal auditing program, reviewing staffing levels and steps taken to implement recommended improvements in internal procedures and controls.

Based on the Audit Committee’s review of the audited Consolidated Financial Statements and discussions with management and BDO as described above and in reliance thereon, the Audit Committee recommended to the Company’s Board of Directors that the audited Consolidated Financial Statements for the fiscal year ended December 31, 20222023 be included in the Company’s Annual Report on Form 10-K filed with the SEC.

Members of the Audit Committee

Compensation Discussion and Analysis

Named Executive Officers

OnThe following applies to all same store disclosures reported in this Proxy Statement. Subsequent to the Merger on July 20, 2022, Legacy HR and Legacy HTA completed a merger between the companiesCompany began reporting combined same store results in the third quarter of 2022, which Legacy HR merged with and into a wholly-owned subsidiary of Legacy HTA, with Legacy HR continuingare now referred to as Merger Combined Same Store. Merger Combined Same Store includes the surviving entity and a wholly-owned subsidiary of Legacy HTA. Immediately following the Merger, Legacy HTA changed its name to “Healthcare Realty Trust Incorporated.”

Significant results and activities in 20222023 included:

Comprehensive Compensation Policy

The Compensation and Human Capital Committee (referred to in this section as the "Committee") believes that the compensation of the Company’s officers, including the named executive officers ("NEOs"),NEOs, should align their interests with those of the stockholders, link compensation to the Company's overall performance, provide a competitive level of total compensation necessary to attract and retain talented and experienced officers, and motivate the officers to contribute to the Company’s success.

Executive Incentive Plan

The Amended and RestatedCompany's Executive Incentive Plan, as amendedProgram, dated August 1, 2022 (the "Executive Incentive Plan"), governed incentive compensation for the NEOs and served to connect executive compensation to Company performance in 2022.2023. Under this plan, in 2023, the NEOs earned incentive awards in the form of cash, restricted stock unitsperformance-based limited partnership interests in the OP ("RSUs"LTIP Series C Units") and restricted stock based on Company performance.stock. For 2022,2023, Company performance was measured over the relevant period against targeted financial and operational metrics set in advance by the Compensation Committee. The various awards available under the Executive Incentive Plan are discussed below under the heading "Components of Compensation."

Pay For Performance

The Executive Incentive Plan wasis designed to directly link compensation to performance. The Committee believes that the combination of objective same storeMerger Combined Same Store revenue and NOI growth operating metrics, FFONormalized funds from operations ("FFO") and FADfunds available for distribution ("FAD") per share growth, TSR,total shareholder return ("TSR"), and sustainability initiatives aligns the incentive structure with long-term stockholder value. For 20222023 performance, 87.8%83% of the aggregate total compensation for NEOs was awarded in the form of at-risk or to-be-earned performance-based compensation, including restricted stock and RSUsLTIP Series C Units having vesting periods of three to five years. The Compensation Committee believes that this further demonstrates alignment of the interests of the NEOs with that of the Company’s stockholders.

Since inception,The Committee uses a mix of forward-looking, performance-based equity and retention-based restricted stock as a means of delivering long-term incentive compensation. In 2023, 70% of equity compensation awarded to NEOs was granted in the form of LTIP Series C Units and 30% was granted in the form of retention restricted stock. LTIP Series C Units are granted at the beginning of a three-year performance period and are earned subject to performance metrics measured over the performance period. At the end of the performance period, the Committee will review the actual performance and the LTIP Series C Units that are earned based on performance will be converted into a number of LTIP Series D Units of the OP with a value consistent with the multiples of base salary reflected in the tables set forth on pages 28 and 29. The LTIP Series D Units will then be subject to an additional two-year ratable vesting period. Holders of LTIP Series C Units are entitled to distributions equal to one-tenth of the dividend paid on Common Stock. Holders of LTIP Series D Units are entitled to distributions equal to the dividend paid on Common Stock. The Committee believes that LTIP Units provide an effective incentive to the NEOs with respect to key drivers of Company growth and performance.

The Committee has used restricted stock grants as a means of delivering long-term incentive compensation to its officers. The Compensation Committeesince the Company's inception and believes that restricted stock grants with long vesting periods align the interests of officers and stockholders and provide strong incentives to the officers both to grow the value of the stock and to maintain and grow the dividend payment. The officers personally benefit from these efforts through their restricted stock awards, which receive dividends at the same rate as unrestricted common stock. The 2023 restricted stock grants to the NEOs vest over a five-year service period. Prior to vesting, the restricted stock grants are subject to forfeiture in the event that the officer voluntarily leaves employment or is terminated for cause.

Compensation Parity

There areFor 2023, there were no material differences in the compensation policies and decisions relating to the compensation of the different NEOs, other than scaling differences under various performance metrics.

Stock Ownership Guidelines

The Compensation Committee believes that it is in the best interests of the stockholders to encourage all employees, especially the NEOs, to increase their equity position in the Company and further align employee and stockholder interests. In 2011, the Compensation Committee adopted stock ownership guidelines applicable to the NEOs and directors. Under these guidelines, the Chief Executive Officer should hold Common Stock with a fair market value equal to five times his current base salary, net of elective deferrals, as of April 1 each year. All executive vice presidents ("EVPs") should hold Common Stock with a fair market value equal to three times their current base salary as of April 1 each year. Each non-employee director should hold common stock with a fair market value equal to three times such director’s then currentthen-current annual retainer. The guidelines provide that all owned stock, both restricted and unrestricted, counts towards the ownership guidelines for officers and directors. Officers and directors who are subject to these guidelines have five years from the date that they first become subject to the guidelines to comply with its terms.

Compensation "Clawbacks"

The Compensation Committee believes it is important to promote and maintain a culture that emphasizes integrity and accountability. The Legacy HTA compensation committeeCompany adopted a clawback policyits current Policy for the Recovery of Erroneously Awarded Compensation on April 29, 2021 andOctober 30, 2023, which conforms with the Board of Directors reaffirmed this policy following the closingrules of the Merger.NYSE and supersedes the Company's previous compensation clawback policy. This policy applies to all current and former executive officers (as defined by SEC Rule 16a-1(f)) of the Company (which includes all of the NEOs) who have received cash-based or equity-based incentivereceive incentive-based compensation under a plan, agreement or other arrangement maintained by the Company from time to time. Pursuant to the policy, in the event the Company restates its financial statements due to material noncompliance with any financial reporting requirement under the securities laws, the Company may, at the discretion of the Compensation Committee, seek to recover from any person covered by the policy who received cash-based or equity-based incentive compensation during the three-year period preceding the date on which restatement is required, the amount by which such cash-based or equity-based incentive compensation for the relevant period exceeded the lower payment that would have been made based on the restated financial results. The Compensation Committee expects to take action in 2023 to conform with the rules relating to clawback policies proposed by the NYSE in February 2023.

Say-on-Pay    

Compensation Methodology

The Compensation Committee approves salaries and makes other compensation decisions for the NEOs and the Company's directors. The Compensation Committee also approves stock-based compensation awarded under the Company's 2006 Incentive Plan, as amended and restated in 2021 (the "2021 Plan"), to other officers and employees. Salaries and other compensation decisions for all other officers and employees are made by management within the parameters of the Company’s compensation policies and plans.

The Compensation Committee meets at least four times aeach year and more often if necessary. Prior to each regular meeting, members of the Company’s management send materials to each of the Compensation Committee members, including minutes of the previous meeting, an agenda and recommendations for the upcoming meeting, and other materials relevant to the agenda items. Officers of the Company attend the Compensation Committee meetings as requested by the Committee. These officers provide information and discuss performance measures with the Compensation Committee relating to officer

The Compensation Committee reviews and approves, in advance, employment, severance or similar arrangements or payments to be made to any NEO. The Compensation Committee annually reviews all of the perquisites paid to the NEOs, as well as their compliance with the Company’s policies regarding perquisites. The Compensation Committee is also responsible for oversight of the Company's human capital development and talent management efforts.

Compensation Risk Assessment

The Compensation Committee believes its compensation policies and practices do not promote excessive risk-taking and are not likely to have a material adverse effect on the Company. In particular, the Compensation Committee believes that the following factors mitigate excessive risk-taking by the NEOs:

Peer Group

Compensation Consultant

Ferguson Partners received an aggregate of $45,000$82,500 for its compensation consulting services provided to the Compensation Committee in 2022.2023.

Elements of Pay

In 2022,2023, the Company’s compensation program for its NEOs consisted of the following key elements:

Annual Base Salary

The Compensation Committee monitors the base compensation for comparable executive officers in the benchmarking peer group as data points, but does not benchmark to a particular percentile.points. The Compensation Committee believes that the current levels of base salary for the NEOs are competitive and reasonable compared to the peer group and will continue to review that periodically.

The base salaries of the NEOs for 2022, 2023, and 2023,2024, before any elective deferral of cash in the form of restricted stock, are as follows:

Cash Incentive Awards

Company Performance Awards are based on the achievement of specific Company performance targets and include growth in sameMerger Combined Same Store NOI, Merger Combined Same Store revenue (referred to in this Compensation Discussion and Analysis section as "same store NOI, sameNOI" and "same store revenue," respectively) , and FFO per share. The specific targets are established by the Compensation Committee. These awards operate independently of one another and are payable in cash. For purposes of the Company Performance Awards, same store NOI and revenue growth are measured on a trailing twelve months basis and paid quarterly;quarterly, and FFO per share growth is measured comparing the current quarter to the same quarter in the previous year. The potential awards are scaled against performance measures and offer the NEOs the opportunity to receive amounts set forth in the tables below, expressed as multiples of base salary. The Compensation Committee believes that the potential for Company Performance AwardsAward program provides incentives for the NEOs to sustain growth in property operating revenues, to efficiently manage operating expenses and to grow FFO per share.

For 2022, the Compensation Committee updated2023, the Company Performance Award program to includeincluded incentives to NEOs for Company ESG performance.performance equal to 10% of overall target cash awards. The maximum incentive opportunity under this program is equal to 0.20 times base salary for the CEO and 0.18 times base salary for the EVPs, payable in cash. The ESG goals and initiatives for 20222023 included:

Based on achievement of continued progress towards these goals and initiatives in 2022, including material improvement in2023, the Company's GRESB score and Public Disclosure rating, the Compensation Committee awarded cash incentives of 0.20 times base salary for the CEO and 0.18 times base salary for the EVPs.

Equity Incentive Awards

For 2022,2023, equity incentive awards arewere the largest component of compensation and arewere comprised of at-risk and performance based awards, including LTIP Series C Units subject to multiple, objective performance metrics and restricted stock subject to long vesting periods and RSUs subject to multiple performance metrics. In addition, certain awards for 2021 performance were granted in 2022, as discussed below. A portion of overall equity compensation is anticipated to be paid in the form of time-based restricted stock awards. The Compensation Committee believes that time-based restricted stock as a portion of the overall equity incentive opportunity is important for purposes of retaining talent and aligning the interests of executive officers with that of stockholders. RSU Awards are long-term equity awards that are earned based on the achievement of performance metrics including TSR, FFO per share growth, and FAD per share growth.periods.

For 2023 LTIP Series C Unit awards, the Committee has established the following range for normalized FFO and FAD per share growth over a three-year period, expressed as multiples of base salary:

Awards earned at the tables aboveend of the performance period will be calculated using linear interpolation for results between maximum, target, and threshold.

The Compensation Committee awarded restricted stock to the NEOs in 2022,2023, which included annual retention basedretention-based restricted stock for the purposes of aligning the NEO's interests with those of the stockholders of the Company. These awards granted in January 20222023 were equal to 1.35 times base salary for the CEO and 0.75 times base salary for the other NEOs.

The above awards are subject to vesting periods ranging fromof five years, with 60% of the award vesting after three toyears and 20% of the awards vesting after each of four and five years.
The total multiples of base salary reflected by these awards, assuming target level performance, were as follows:

Elective Deferral Awards

Under the elective salary deferral feature of the 2021 Plan, NEOs may elect to defer up to 25% of their base salaries in the form of shares of restricted stock subject to long-term vesting. The number of shares granted will be increased by a multiple of the amount of cash deferred depending on the length of the vesting period selected by the officer. Each officer who makes this selectionelection will be awarded additional shares at no additional cost to the officer according to the following multiple-based formula:

20232024 Incentive TargetsStructure

The Compensation Committee established the following performance targets for 2023.

The metrics and ESG awards based on progress towardsrelative weightings are set forth in the Company's ESG goals and initiatives.table below:

Termination and Change-in-Control Arrangements

Perquisites

The Company provides its executive officers with perquisites that it believes are reasonable, competitive and consistent with the Company’s overall executive compensation program. The Company believes that such perquisites help the Company to retain its executive personnel and allows them to operate more effectively. These perquisites include reimbursement of supplemental term life insurance and supplemental disability insurance premiums capped at $15,000.

Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a tax deduction to public companies for compensation over $1 million paid to a corporation’s chief executive officer and the three other most highly compensated executive officers (excluding the chief financial officer). In 2017 and prior tax years, qualifying performance-based compensation was not subject to the deduction limit if certain requirements were met. Effective for tax years beginning on January 1, 2018, the tax reform legislation informally known as the Tax Cuts and Jobs Act of 2017 repealsrepealed the performance-based compensation exception to the Section 162(m) $1 million deduction limit. Compensation expense in the amount of $3.7$5.5 million in 2022,2023, comprised of dividends on restricted shares and vesting of restricted shares awarded under the prior plan, was not deductible. As a qualifying REIT, the Company does not pay federal income tax; therefore, the unavailability of the Section 162(m) compensation deduction to the amounts in 20222023 did not, and the tax reform legislation is not expected to, result in any increase in the Company’s federal income tax obligations.

Retirement Benefits

All NEOs are eligible to participate in the Company’s 401(k) plan, pursuant to which each participant may contribute up to the annual maximum allowed under IRS regulations ($20,50022,500 for 20222023 and $22,500$23,000 for 2023)2024). All eligible participants over the age of 50 may also contribute an additional $6,500$7,500 per year to the plan in 20222023 and $7,500 in 2023.2024. The Company provides a dollar-for-dollar matching contribution up to an annual maximum of $2,800 per employee.

Compensation Committee Report

The following Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates this Report by reference therein.

The Compensation and Human Capital Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management of the Company and, based on such review and discussions, the Compensation and Human Capital Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Members of the Compensation and Human Capital Committee:

Executive Compensation

Summary Compensation Table

The following Summary Compensation Table reflects the total compensation
of the Company’s Named Executive Officers: