Healthcare Realty Trust Inc 8-K

What Happened

• Healthcare Realty Trust Incorporated filed an 8-K on January 7, 2026, announcing that Executive Vice President & CFO Austen B. Helfrich will depart effective January 12, 2026, and that Daniel Gabbay will be appointed Executive Vice President and Chief Financial Officer effective January 12, 2026.
• The company expects to record a charge of approximately $5 million in the quarter ended March 31, 2026 related to Mr. Helfrich’s separation. The departure is described as not resulting from any disagreement with management or the company’s external auditor.

Key Details

• New CFO Daniel Gabbay (age 46) joins from RBC Capital Markets where he was a Managing Director covering the healthcare REIT sector; prior roles include Barclays and Lehman Brothers.
• Gabbay’s employment terms: initial base salary $500,000; annual cash incentive target $625,000 (2026 payable at least at target); 2026 equity target $1,375,000 (performance- and time-based); one-time make-whole restricted stock award valued at $2,750,000 vesting ratably over four years; relocation benefits of $300,000.
• Severance and protections: for termination other than for cause, full vesting of equity plus severance = 2x base salary + average bonus (last two years); for change-in-control termination, severance = 2.5x base salary + average bonus. Employment agreement includes indemnification and limited non-compete (one year in certain post-termination cases).
• Helfrich’s separation will follow the “termination other than for cause” provisions of his amended employment agreement and is conditioned on execution/non-revocation of a release; severance and accelerated vesting will be provided per that agreement.

Why It Matters

• A CFO transition is material for investors because the CFO oversees financial reporting, investor communication, and capital decisions; the new CFO brings deep healthcare REIT investment-banking experience which may inform investor relations and capital markets activity.
• The company’s ~$5 million separation charge will affect reported results for Q1 2026; investors should monitor upcoming earnings and guidance for any related impacts.
• Compensation and severance terms (notably the make-whole equity award and multi-year vesting) may affect share dilution and future expense recognition; severance multipliers create potential ongoing cash/expense obligations under certain termination scenarios.