DOCHealthpeak Properties

Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address the circumstances under which you would consider having the Chair and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether you will seek prior input from

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shareholders.

Healthpeak Properties, Inc. hereby submits this letter in response to the comment letter from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) dated August 31, 2022. References to “we”, “our” or the “Company” in this response are to Healthpeak Properties, Inc. We acknowledge the Staff’s comments relating to: (1) the reasons we believe our Board’s leadership structure is appropriate given our specific characteristics or circumstances, and the circumstances under which we would consider having the Chairman of the Board and Chief Executive Officer (CEO) roles filled by a single individual, when

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stockholders would be notified of any such change, and whether we would seek prior input from stockholders; (2) the role that the Independent Chairman plays in the leadership of the Board, including whether the Independent Chairman may represent the Board in communications with stockholders and other stakeholders, or require Board consideration of, and/or override our CEO on, any risk matters; and (3) our Board’s administration of its risk oversight function, including the timeframe over which we evaluate risks and how we apply different oversight standards based upon the immediacy of the risk assessed, whether we consult with outside advisors and experts to anticipate future threats and trends, how often we re-assess our risk environment, how the Board interacts with management to address existing risks and identify significant emerging risks, whether we have a Chief Compliance Officer and to whom this position reports, and how our risk oversight process aligns with our disclosure controls and procedures. We respectfully advise the Staff that we currently have robust policies and practices relating to the topics raised by the Staff’s comments. As part of our ongoing corporate governance procedures and in light of the Staff’s comments, we plan to further assess our practices and disclosures with our Board at our upcoming quarterly meeting. Based on my conversation with Mr. Daniel Morris on August 18, 2022, we understand that the Staff is not seeking sample disclosures regarding these policies and practices or other detailed responses to the Staff’s comments at this time. However, as requested by the Staff, we hereby confirm that we will enhance the disclosures in the Company’s proxy statement next year in accordance with the topics above to more clearly address them, as well as any material developments to our risk oversight structure.

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Please expand upon the role that your Independent Chairman plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Independent Chairman may: • represent the board in communications with shareholders and other stakeholders; or • require board consideration of, and/or override your CEO on, any risk matters.

See the reply above.

Please expand upon how your board administers its risk oversight function. For example, please disclose: • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you

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re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; • whether you have a Chief Compliance Officer and to whom this position reports; and • how your risk oversight process aligns with your disclosure controls and procedures.

See the reply above.