Item 5. Other Information

Adoption of Updates to the Executive Severance Plan

On July 28, 2022, our Board of Directors adopted updates to the Healthpeak Properties, Inc. Executive Severance Plan (the “Executive Severance Plan”), effective as of the same date. The Compensation and Human Capital Committee of the Board of Directors (the “Compensation Committee”) will codify such updates, as summarized below, in an amended and restated Executive Severance Plan to be filed as an exhibit to a future Quarterly Report on Form 10-Q.

The Executive Severance Plan was updated to conform the definition of a qualifying termination to the definition in the Healthpeak Properties, Inc. Executive Change in Control Severance Plan (the “CIC Plan”) to include a termination of employment by a named executive officer (a “Named Executive”) of the Company (as identified pursuant to Item 402(a)(3) of Regulation S-K) for “good reason” (as defined in the Executive Severance Plan). The Executive Severance Plan was also updated to revise the method for calculating severance payments that are determined with reference to a participant’s annual bonus to clarify that the bonus portion of the cash severance formula for Named Executives will be based on the greater of a Named Executive’s (1) target level bonus, or (2) prior year’s bonus payment. The Named Executive’s prorated cash bonus in the year of termination will continue to be based on actual performance for the quantitative portion, while the qualitative portion will continue to be based on the Named Executive’s individual performance for that year as determined by the Compensation Committee; however, the Executive Severance Plan has been updated to ensure that the qualitative portion of the prorated cash bonus will be no less than the target level. In addition, the Executive Severance Plan was updated to provide that outstanding stock options will remain exercisable for two years or upon earlier expiration following a Named Executive’s termination of employment.

The Executive Severance Plan was not otherwise updated to change the amounts payable to Named Executives under the Executive Severance Plan, and the changes made are not expected to materially increase the aggregate amounts payable under the Executive Severance Plan.

Adoption of Updates to the Executive Change in Control Severance Plan

On July 28, 2022, our Board of Directors adopted updates to the CIC Plan, effective as of the same date. The Compensation Committee will codify such updates, as summarized below, in an amended and restated CIC Plan to be filed as an exhibit to a future Quarterly Report on Form 10-Q.

The CIC Plan was updated to make clarifying changes to the definition of a qualifying termination of employment by a participant for “good reason” (as defined in the CIC Plan). The CIC Plan was also updated to revise the method for calculating severance payments that are determined with reference to a participant’s annual bonus to conform the method to the method used in the Executive Severance Plan and clarify that the bonus portion of the cash severance formula for Named Executives of the Company will be based on the greater of a Named Executive’s (1) target level bonus or (2) prior year’s bonus payment. In addition, the CIC Plan was updated to provide that outstanding stock options will remain exercisable for two years or upon earlier expiration following a Named Executive’s termination of employment. In addition, the severance multiple for the President and Chief Investment Officer was updated to 2.75x, while the severance multiple for each of the Chief Financial Officer, Chief Operating Officer and Chief Legal Officer was updated to 2.5x. No changes were made to the Chief Executive Officer’s severance multiple, which remains 3.0x.

The CIC Plan was also updated to require a mutual release of claims by a Named Executive and the Company. In addition, the CIC Plan was updated to provide that if payments under the CIC Plan would be subject to the requirements of Internal Revenue Code Section 409A, which would impose a six-month delay on certain severance payments made to Named Executives, the CIC Plan would require that the Company and acquiror enter into and fund a rabbi trust sufficient to pay all potential cash severance obligations under the CIC Plan.

The CIC Plan was not otherwise updated to change the amounts payable to Named Executives under the CIC Plan, and the changes made are not expected to materially increase the aggregate amounts payable under the CIC Plan.