CEO Peter Scott's reported total compensation of $12.9 million for 2025 is significantly elevated by a one-time make-whole stock award of $5.75 million granted to offset equity he forfeited at his prior employer when he joined Healthcare Realty in April 2025 — this is a hiring inducement rather than ongoing run-rate pay, and the proxy clearly discloses and explains it. Stripping out that one-time award, Scott's annualized ongoing compensation package (base salary of $750,000, target cash bonus of $1.35 million, and target equity of $3.9 million, totaling approximately $6 million) is reasonable for a CEO of a $6.3 billion healthcare REIT. The pay program is well-structured: more than 80% of compensation is at-risk, performance equity (60% of long-term equity) is tied to rigorous three-year relative and absolute total shareholder return metrics, the company earned a strong 87.1% say-on-pay vote in 2025 (up from 75.3% in 2024), a meaningful clawback policy is in place, and the company's 3-year total shareholder return of +12.6% is essentially in line with the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) at +11.9%, so above-benchmark incentive pay is not occurring against a backdrop of sustained underperformance.

The company replaced its prior auditor BDO with Deloitte effective February 19, 2026, so Deloitte is a brand-new engagement with zero tenure — no long-tenure concern applies. The fee data on file relates to BDO for the most recently completed fiscal year (2025): non-audit fees (audit-related fees of $19,500, with zero tax or other fees) represent only about 1.1% of audit fees of $1,785,389, well below the 50% threshold. Deloitte is a Big 4 firm fully appropriate for a $6.3 billion market cap company, and no material restatements are disclosed.