DEF 14A of AH Realty Trust, Inc.
Filed Apr 19, 2024 · FY20230001569187-24-000065
COMPENSATION HIGHLIGHTS
| Independent Directors | Fees Earned or Paid in Cash ($) | Equity Awards ($) | All Other Compensation ($) | Total ($) | | James C. Cherry | 60,000 | 47,100 | 2,951 | 110,051 | | Eva S. Hardy | 65,000 | 47,100 | 2,951 | 115,051 | | George F. Allen | 60,000 | 47,100 | 2,951 | 110,051 | | James A. Carroll | 62,500(1) | 47,100 | 2,951 | 112,551 | | Dennis H. Gartman | 52,500 | 55,000(2) | 3,999(3) | 111,499 | | John W. Snow | 52,500(4) | 47,100 | 2,951 | 102,551 | | F. Blair Wimbush (5) | — | — | — | — |
COMPENSATION HIGHLIGHTS
(1) Includes $15,625 of annual cash retainers, which the director elected to receive in fully vested shares of common stock under the Equity Incentive Plan in lieu of cash payments, in accordance with the director compensation policy described above. (2) As Mr. Gartman elected to receive the annual equity award in the form of shares of restricted common stock, the grant date fair value is higher than the other independent directors who elected to receive their equity awards in the form of LTIP units, as LTIP units have a discount to their grant date fair value in accordance with ASC 718. The same number of restricted shares or LTIP units, as elected, were granted to each independent director for the 2023 annual stock award. (3) Includes dividends in arrears attributable to the 2022 annual stock award which were paid in 2023. (4) Includes $52,500 of annual cash retainers, which the director elected to receive in fully vested shares of common stock under the Equity Incentive Plan in lieu of cash payments, in accordance with the director compensation policy described above. (5) Mr. Wimbush was appointed to the Board on March 22, 2024 and, therefore, did not receive any compensation during 2023.
COMPENSATION HIGHLIGHTS
| Non-Independent Directors | Fees Earned or Paid in Cash ($) | Equity Awards ($) | All Other Compensation ($) | Total ($) | | Daniel A. Hoffler | 305,677 | 119,895 | 124,162 | 549,734 | | A. Russell Kirk | 52,518 | 47,100 | 2,951 | 102,569 |
Proposal 1: Election of Directors
Proposal 1: Election of Directors Our Board is currently comprised of ten directors, all of whom have terms expiring at the Annual Meeting. The nine nominees below, all of whom are currently serving as directors of the Company, have been nominated by our Board for re-election to serve as directors for one-year terms until the 2025 annual meeting of stockholders and until their successors are duly elected and qualify. Mr. John W. Snow is not standing for re-election as a director at the Annual Meeting. In connection with the appointment of Mr. Wimbush to the Board on March 22, 2024, the Board approved an automatic reduction of the size of the Board to nine directors upon Mr. Snow's retirement from the Board, which will be effective at the Annual Meeting. Based on its review of the relationships between the director nominees and the Company, our Board has affirmatively determined that the following directors are “independent” directors under the rules of the NYSE and under applicable rules of the SEC: Ms. Eva S. Hardy and Messrs. George F. Allen, James A. Carroll, James C. Cherry, Dennis H. Gartman, and F. Blair Wimbush. The Board knows of no reason why any nominee would be unable to serve as a director. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board. Under these circumstances, the Board may also, as permitted by our bylaws, decrease the size of our Board of Directors. Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting The following table sets forth the name and age of each nominee for director, indicating all positions and offices with us currently held by the director.
Proposal 1: Election of Directors
| Name | Age(1) | Title | Director Since | | George F. Allen | 72 | Independent Director | 2013 | | James A. Carroll | 56 | Independent Director | 2013 | | James C. Cherry | 73 | Independent Director | 2013 | | Dennis H. Gartman | 73 | Independent Director | 2022 | | Louis S. Haddad (2) | 66 | Chief Executive Officer, Vice Chairman of the Board of Directors | 2013 | | Eva S. Hardy | 79 | Lead Independent Director(3) | 2015 | | Daniel A. Hoffler (2) | 75 | Executive Chairman of the Board of Directors(4) | 2013 | | A. Russell Kirk | 76 | Director | 2013 | | F. Blair Wimbush | 68 | Independent Director | 2024 |
Proposal 1: Election of Directors
(1) Age as of April 19, 2024. (2) In connection with the Board's long-term succession planning strategy, Mr. Hoffler intends to resign as Executive Chairman of the Board immediately following the Annual Meeting, but will continue as a director, subject to his re-election by the stockholders at the Annual Meeting. Assuming that Messrs. Hoffler and Haddad are re-elected as directors by the stockholders at the Annual Meeting, the Board currently intends to appoint Messrs. Hoffler and Haddad as Chairman Emeritus and Executive Chairman, respectively, following Mr. Hoffler's resignation as Executive Chairman. (3) Lead Independent Director is a position elected by and from the independent members of the Board of Directors. The Lead Independent Director has a variety of responsibilities, including serving as liaison between management, the other independent directors, and interested third parties, ensuring that the Board of Directors maintains oversight over management operations and facilitating communications amongst the independent directors. (4) The Executive Chairman has a variety of responsibilities, including working with the Chief Executive Officer and the President and Chief Operating Officer to maintain culture and mentor the executive leadership team, presiding over meetings of the Board of Directors, presiding over all executive sessions of non-management directors, consulting with the Chief Executive Officer on agendas for meetings of the Board of Directors, and acting as a liaison between management and the non-management directors. Set forth below are descriptions of the backgrounds and principal occupations of each of our directors, and the period during which he or she has served as a director.
Proposal 1: Election of Directors
| Armada Hoffler Properties, Inc. | 12 | Proxy Statement 2024 |
Proposal 1: Election of Directors
| George F. Allen | Independent Director | Age: 72 Director since: 2013 |
Proposal 1: Election of Directors
| | Mr. Allen has served as a director since our initial public offering. Mr. Allen currently serves as the President of George Allen Strategies, a consulting firm founded by Mr. Allen, and has served on the board of directors of several technology companies, including Lee Technologies, nanoRisk Assessment, and Material Intellect, Inc. He is also presently the Reagan Ranch Presidential Scholar for the Young America’s Foundation and serves on the Reagan Ranch Board of Governors and Appalachian School of Law Board of Trustees. Mr. Allen has served the Commonwealth of Virginia in the House of Delegates, U.S. House of Representatives, as Governor of Virginia, and in the U.S. Senate. Mr. Allen also served as the Chairman of the National Republican Senatorial Committee for the 2004 election cycle. Mr. Allen holds an undergraduate degree and a law degree from the University of Virginia. Based on his demonstrated leadership abilities and his experience in government elected office, we have determined that Mr. Allen should serve as a director. |
Proposal 1: Election of Directors
| James A. Carroll | Independent Director | Age: 56 Director since: 2013 |
Proposal 1: Election of Directors
| | Mr. Carroll has served as a director since our initial public offering. Mr. Carroll is the President and Chief Executive Officer of Crestline Hotels & Resorts, LLC, a leading hospitality management company that manages 126 hotel properties throughout 29 states and the District of Columbia. Mr. Carroll originally joined Barceló Crestline Corporation in 2004 as Senior Vice President and Treasurer. He was named Chief Financial Officer in 2006 and promoted to President and Chief Executive Officer of Crestline Hotels & Resorts, LLC in 2010. Prior to joining Crestline, Mr. Carroll held several operations and financial management positions at Dell, Inc. Mr. Carroll served as a Naval Aviator and Lieutenant in the United States Navy. Mr. Carroll holds an M.B.A. from the Harvard Business School and is a graduate of the U.S. Naval Academy. He also serves on the Board of Directors for the American Hotel & Lodging Association (AHLA). Based on his experience in multiple executive roles at a leading company in the real estate industry, his demonstrated leadership abilities, and his financial expertise, we have determined Mr. Carroll should serve as a director. |
Proposal 1: Election of Directors
| Armada Hoffler Properties, Inc. | 13 | Proxy Statement 2024 |
Proposal 1: Election of Directors
| James C. Cherry | Independent Director | Age: 73 Director since: 2013 |
Proposal 1: Election of Directors
| | Mr. Cherry has served as a director since our initial public offering and as our Lead Independent Director from June 2019 to November 2022. He served as CEO and as a director of Park Sterling Corporation (NASDAQ: PSTB), a bank holding company headquartered in Charlotte, North Carolina, since its formation in August 2010 until November 2017 and its wholly-owned subsidiary, Park Sterling Bank, a regional financial services company, since its initial public offering in August 2010 until November 2017. He served as a director of South State Corporation (NASDAQ: SSB), a bank holding company based in Columbia, South Carolina, from December 2017 until December 2019; and, he served as a director of Beach Community Bank, based in Fort Walton Beach, Florida, from July 2018 until August 2022. From 1974 until June 2006, Mr. Cherry served Wachovia Corporation and its principal Wachovia Bank in various leadership positions, including as Chairman and Chief Executive Officer for the Mid-Atlantic Banking, President of Virginia Banking, and Head of Trust and Investment Management. He chaired the Virginia Bankers Association in 2006-2007. Based on his experience as an executive at a publicly-traded company and his financial, banking, and information security expertise, we have determined that Mr. Cherry should serve as a director. |
Proposal 1: Election of Directors
| Dennis H. Gartman | Independent Director | Age: 73 Director since: 2022 |
Proposal 1: Election of Directors
| | Mr. Gartman has served as a director since July 2022. Mr. Gartman retired as Editor and Publisher of The Gartman Letter L.C. in December 2019, after over 30 years of publishing “The Gartman Letter”, which was a daily commentary on global capital markets. Mr. Gartman is also a regular contributor to several financial media outlets and speaks before various associations and trade groups around the world. From January 2018 to August 2021, Mr. Gartman served as a board member of PRTI, Inc., which is in the business of recycling tires into valuable commodities. He served as the outside director of the Kansas City Board of Trade from 2006 to 2008. In addition, Mr. Gartman previously led the futures brokerage operation at Sovran Bank, was the Chief Financial Futures Analyst for A.G. Becker & Company, and acted as an independent member of the Chicago Board of Trade. Before that, Mr. Gartman traded foreign exchange and money market instruments at NCNB National Bank and was an economist for Cotton, Inc., where he analyzed supply and demand in the U.S. textile industry. Since August 2013, Mr. Gartman has served as the chair of the Investment Committee of The University of Akron. He also has served as a member of the Board of Directors of the Office of Investments at North Carolina State University since January 2008. Mr. Gartman received a bachelor's degree from The University of Akron. Based on his extensive experience in the private sector, as well as his board experience and his extensive experience in and deep knowledge of the capital markets, we have determined that Mr. Gartman should serve as a director. |
Proposal 1: Election of Directors
| Armada Hoffler Properties, Inc. | 14 | Proxy Statement 2024 |
Proposal 1: Election of Directors
| Louis S. Haddad | Chief Executive Officer, Vice Chairman of the Board of Directors | Age: 66 Director since: 2013 |
Proposal 1: Election of Directors
| | Mr. Haddad has served as Armada Hoffler's Chief Executive Officer and a director since the formation of the Company. He has served as the Vice Chairman of our Board of Directors since 2019. Mr. Haddad previously served as Armada Hoffler's President from the date of formation of the Company to February 2024. Mr. Haddad has more than 30 years of experience in the commercial real estate industry. Mr. Haddad has served in executive roles within our predecessor entities since 1987, including Chief Executive Officer of our predecessor entities between 1999 and the completion of our initial public offering in 2013, and President of our predecessor between 1996 and 1999. From 1987 to 1996, Mr. Haddad served as President of Armada Hoffler Construction Company. Additionally, Mr. Haddad served as an on-site construction supervisor for Armada Hoffler Construction Company from 1985 until 1987. Prior to joining Armada Hoffler, Mr. Haddad worked at Harkins Builders, which provides construction management services, in Baltimore, Maryland. Based on his knowledge of our company, its business and properties and his extensive experience in the commercial real estate and construction industries, we have determined that Mr. Haddad should serve as a director. |
Proposal 1: Election of Directors
| Eva S. Hardy | Lead Independent Director | Age: 79 Director since: 2015 |
Proposal 1: Election of Directors
| | Ms. Hardy has served as a director since March 2015 and has served as the Lead Independent Director since November 2022. Ms. Hardy retired as executive vice president of Public Policy and Corporate Communications at Dominion Resources in 2008, after 20 years as an executive with the company, where she was responsible for local, state, and federal relations in all states where Dominion did business, as well as media, communications, advertising, and The Dominion Foundation. In addition to her private sector experience, Ms. Hardy spent 17 years in local and state government, serving in several positions with the City of Portsmouth, Virginia from 1972 to 1981. She became Commissioner of Labor for Virginia in 1983, and served as Secretary of Health and Human Resources from 1986 to 1990 in the administration of Virginia Gov. Gerald L. Baliles. She served as Interim State Director for US Senator Mark R. Warner in 2009. She has served as Vice Chair of the State Council of Higher Education and on the Board of Trustees of her alma mater, Hood College as well as the Board of the Eastern Virginia Medical School. Based on her extensive experience in the public and private sectors, including as an executive at a publicly traded company, we have determined that Ms. Hardy should serve as a director. |
Proposal 1: Election of Directors
| Armada Hoffler Properties, Inc. | 15 | Proxy Statement 2024 |
Proposal 1: Election of Directors
| Daniel A. Hoffler | Executive Chairman of the Board of Directors | Age: 75 Director since: 2013 |
Proposal 1: Election of Directors
| | Mr. Hoffler has served as the Executive Chairman of our Board of Directors since our initial public offering. In this role, Mr. Hoffler provides executive level leadership while working with the Chief Executive Officer to shape strategy and mentor the executive leadership team. Additionally, Mr. Hoffler leverages business relationships built over his 45+ years in the real estate industry to aid the company when possible. Mr. Hoffler founded our predecessor entities in 1979 and served as chairman of the Board of Directors of our predecessor entities. Before founding our predecessor entities, Mr. Hoffler was employed as vice president of marketing for Eastern International, Inc., a commercial real estate development and construction company specializing in construction of warehouse and office buildings. Prior to that, Mr. Hoffler was employed as a regional manager for Dun and Bradstreet, a credit information provider. From 1992 through 1996, Mr. Hoffler served on the University of Virginia’s Board of Directors of Visitors. In 1987, he was chosen as the Outstanding Citizen of Hampton Roads, Virginia. In 1986, Mr. Hoffler was appointed to a five-year term in the Virginia Governor’s Advisory Board of Directors for Industrial Development for the Commonwealth of Virginia. Mr. Hoffler has also previously served on the boards of the Virginia Racing Commission, the Virginia Department of Game and Inland Fisheries, Virginia Department of Transportation, and as Chair of the Hampton Roads Partnership. He is a former director of the Shaw Group. Mr. Hoffler graduated from Campbell College with a degree in business. Based on his knowledge of our company, its business, and properties, and his extensive experience in the commercial real estate and construction industries, we have determined that Mr. Hoffler should serve as a director. |
Proposal 1: Election of Directors
| A. Russell Kirk | Director | Age: 76 Director since: 2013 |
Proposal 1: Election of Directors
| | Mr. Kirk has served as a director since our initial public offering and previously served as the Vice Chairman of our Board of Directors from 2013 to 2019. Mr. Kirk was responsible for strategic aspects of Armada Hoffler’s businesses, including acquisition and development proposals, investment decisions, structuring partnerships and joint ventures, reviewing contracts, designing exit strategies, as well as securing financial commitments from the company’s lenders. Prior to joining Armada Hoffler in 1983, Mr. Kirk was a partner with the law firm of Kaufman & Canoles, where he practiced for ten years, specializing in structuring, marketing, and financing real estate transactions. Mr. Kirk also served on the Virginia Port Authority board for eight years, and served as its Chairman for a portion of that time. Mr. Kirk received a bachelor's degree from the University of Virginia and received a J.D. from Washington and Lee University School of Law, where he was elected to the Order of the Coif. Based on his knowledge of our company, its business, and properties, and his extensive experience in the commercial real estate and construction industries, we have determined that Mr. Kirk should serve as a director. |
Proposal 1: Election of Directors
| Armada Hoffler Properties, Inc. | 16 | Proxy Statement 2024 |
Proposal 1: Election of Directors
| F. Blair Wimbush | Independent Director | Age: 68 Director since: 2024 |
Proposal 1: Election of Directors
| | Mr. Wimbush has served as a director since March 2024. Mr. Wimbush is the former Chief Real Estate and Corporate Sustainability Officer of Norfolk Southern Corporation (NYSE:NSC) ("Norfolk Southern"), a transportation company, a position he held from November 2007 to May 2015. Before that, he served in other positions with Norfolk Southern, including as Vice President, Real Estate from 2004 to 2007 and as Senior General Counsel and in other legal positions from 1980 to 2004. He is a member of the boards of Atlantic Union Bankshares Corporation, LifeNet Health, Inc., the Virginia Environmental Endowment, and the University of Virginia Law School Foundation (as an honorary trustee), where he served formerly as the Chairman. He is also the former Commissioner and Vice Chairman of the Virginia Port Authority. Mr. Wimbush received a B.A. in political science from the University of Rochester, and a J.D. from the University of Virginia School of Law. He attended the Norfolk Southern Management Development program, Duke University Fuqua School of Business, and completed the Advanced Management Program at the Harvard Business School. Based on his extensive experience at a publicly-traded company, his real estate experience, his legal expertise, and service as a member of several boards, we have determined that Mr. Wimbush should serve as a director. |
Proposal 1: Election of Directors
Vote Required and Recommendation The affirmative vote of the holders of a majority of all the votes cast for or against a nominee at the Annual Meeting with respect to the matter is necessary for the election of the nine director nominees. For purposes of the vote on this proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES SET FORTH ABOVE.
Proposal 1: Election of Directors
| Armada Hoffler Properties, Inc. | 17 | Proxy Statement 2024 |
Proposal 1: Election of Directors
| | Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm |
Proposal 1: Election of Directors
The Audit Committee of our Board, which is composed entirely of independent directors, has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. After careful consideration of the matter and in recognition of the importance of this matter to our stockholders, the Board has determined that it is in the best interests of the Company and our stockholders to seek the ratification by our stockholders of the Audit Committee’s selection of our independent registered public accounting firm. A representative of Ernst & Young LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions. The affirmative vote of the holders of a majority of all the votes cast at the Annual Meeting with respect to the matter is necessary for the approval of the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. For purposes of the vote on this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote. Even if the appointment of Ernst & Young LLP as our independent registered public accounting firm is ratified, the Audit Committee may, in its discretion, change that appointment at any time during the year should it determine such a change would be in our and our stockholders’ best interests. In the event that the appointment of Ernst & Young LLP is not ratified, the Audit Committee will consider the appointment of another independent registered public accounting firm, but will not be required to appoint a different firm. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024. Relationship with Independent Registered Public Accounting Firm Our consolidated financial statements for the years ended December 31, 2023 and 2022 have been audited by Ernst & Young LLP, which served as our independent registered public accounting firm for these years. The following summarizes the fees billed by Ernst & Young LLP for services performed for the Company for the years ended December 31, 2023 and 2022:
Proposal 1: Election of Directors
| | Year Ended December 31, 2023 ($) | Year Ended December 31, 2022 ($) | | Audit Fees(1) | 1,091,067 | 1,298,016 | | Tax Fees(2) | 324,428 | 392,183 | | All Other Fees(3) | 32,200 | 5,550 | | Total | 1,447,695 | 1,695,749 |
Proposal 1: Election of Directors
(1) Audit fees for 2023 and 2022 include fees for the annual audit of the consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K, reviews of the condensed consolidated financial statements of the Company included in the Company’s Quarterly Reports on Form 10-Q, and the issuance of comfort letters and consents in connection with the Company’s registration statements filed with the SEC. (2) Tax fees include fees for tax compliance services and tax planning. (3) All other fees include fees for online resources and other consulting services provided by Ernst & Young LLP. Pre-Approval Policies and Procedures The Audit Committee’s policy is to review and pre-approve, either pursuant to the Audit Committee Pre-Approval Policy or through a separate pre-approval by the Audit Committee, any engagement of the Company’s independent auditor to provide any permitted non-audit service to the Company. Pursuant to the Audit Committee Pre-Approval Policy, which the Audit Committee reviews and reassesses
Proposal 1: Election of Directors
| Armada Hoffler Properties, Inc. | 18 | Proxy Statement 2024 |
Proposal 1: Election of Directors
periodically, a list of specific services within certain categories of services, including audit, audit-related and tax services, are specifically pre-approved for the upcoming or current fiscal year, subject to an aggregate maximum annual fee payable by us for each category of pre-approved services. Any service that is not included in the approved list of services must be separately pre-approved by the Audit Committee. In addition, the Audit Committee may delegate authority to its chairperson to pre-approve engagements for the performance of audit and non-audit services. The chairperson must report all pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee approved 100% of the audit-related fees, tax fees, and other fees for the year ended December 31, 2023.
Proposal 1: Election of Directors
| Armada Hoffler Properties, Inc. | 19 | Proxy Statement 2024 |
Proposal 1: Election of Directors
Corporate Governance Profile Armada Hoffler has structured our corporate governance in a manner that we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:
Proposal 1: Election of Directors
| | | | | | our Board is prohibited from electing to classify without first obtaining stockholder approval | each of our directors is subject to re-election annually | we have a majority voting standard for uncontested director elections | our directors cannot stand for re-election after they reach the age of 80 | | | | | | | three of our directors qualify as an “audit committee financial expert” as defined by the SEC | all of our Board committees are comprised solely of independent directors | we have opted out of the business combination and control share acquisition statutes in the Maryland General Corporation Law | we have adopted a “proxy access” bylaw provision to enable eligible long-term stockholders to nominate and include their own director nominees in our proxy materials | | | | | | | we have adopted an Incentive Compensation Clawback Policy and an Anti-Hedging Policy | we do not have a stockholder rights plan (poison pill) | we have adopted stock ownership and retention guidelines for all executive officers and non-employee directors | our stockholders have the ability to amend our bylaws, subject to certain limitations |
Proposal 1: Election of Directors
Our directors stay informed about our business by attending meetings of our Board and its committees and through supplemental reports and communications. Our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors. Sustainability Committee The Company has established a Sustainability Committee, a cross-functional management committee formed to support the Company's ongoing commitment to environmental, workplace health and safety, corporate and social responsibility, corporate governance, and other sustainability matters. Members of the Sustainability Committee are appointed by our Chief Executive Officer and are required to report quarterly to the Chief Executive Officer and annually to the Nominating and Corporate Governance Committee of the Board.
Proposal 1: Election of Directors
| Armada Hoffler Properties, Inc. | 20 | Proxy Statement 2024 |
Proposal 1: Election of Directors
Proxy Access Our bylaws include a "proxy access” provision, which enables eligible long-term stockholders to nominate and include their own director nominees in the Company’s proxy materials, along with the candidates nominated by our Board. Under this provision, a stockholder, or group of up to 20 stockholders, owning at least 3% of the Company’s outstanding shares of common stock continuously for at least three years, is able to nominate and include in the Company’s proxy materials eligible director nominees up to the greater of (i) 20% of the number of directors up for election at the Company’s annual meeting of stockholders or (ii) two director nominees, subject to the additional requirements specified in the Company’s bylaws. Majority Voting Standard for Uncontested Director Elections Our bylaws provide for majority voting in uncontested elections of directors. Under this majority voting standard, the affirmative vote of a majority of the votes cast for or against a nominee is required for the election of a director in an uncontested election, which means that the number of votes cast for a director must exceed the number of votes cast against such director. In any contested election, in which the number of director nominees exceeds the number of directors to be elected, directors will be elected by a plurality of the votes cast. In addition, our Corporate Governance Guidelines require incumbent director nominees who fail to receive a majority of the votes cast in an uncontested election of directors to submit an offer to resign from our Board of Directors. The Nominating and Corporate Governance Committee of our Board must consider any such offer to resign and make a recommendation to our Board on whether to accept or reject the resignation. Taking into account the recommendation of the Nominating and Corporate Governance Committee, our Board will determine whether to accept or reject any such resignation within 90 days after the certification of the election results, and we will report such decision in a press release, filing with the SEC or by other public announcement. If an incumbent director’s resignation is accepted by our Board, then our Board may fill the resulting vacancy or decrease the size of our Board in accordance with our bylaws. If a director’s resignation is not accepted by our Board, such director will continue to serve until his or her successor is duly elected and qualified, or his or her earlier death, resignation, retirement, or removal. For the purposes of applying this majority voting standard, an election is considered “uncontested” if no stockholder provides notice of its intention to nominate one or more candidates to compete with our Board's nominees in the manner required by our bylaws, or if any such stockholder has withdrawn all such nominations on or before the close of business ten days prior to the filing of our definitive proxy statement with the SEC. Stockholder Amendments to Bylaws The bylaws provide stockholders satisfying the ownership and eligibility requirements of Rule 14a-8 under the Exchange Act the power, by the affirmative vote of a majority of all votes entitled to be cast on the matter, to alter or repeal any provision of the bylaws and to adopt new bylaws, except that stockholders do not have the power to alter or repeal Article XIV (related to amendments to the bylaws) or Article XII (related to indemnification and advancement of expenses) of the bylaws or adopt any provision of the bylaws inconsistent with Article XIV or Article XII without the approval of the Board. Stock Ownership Guidelines Our Stock Ownership Guidelines (the “Guidelines”) apply to all of our executive officers and the non-employee directors. Our Board believes that our executive officers and non-employee directors should acquire and maintain a material equity position in the Company to promote (i) the further alignment of the interests of such individuals and the Company’s stockholders, (ii) the creation of value for the Company’s stockholders and (iii) the accountability of such individuals for the performance of the Company. The table below sets forth the applicable minimum ownership requirements for our executive officers and non-employee directors and their ownership of Qualifying Securities (as defined below) as of April 1, 2024. Compliance must be achieved within five years from the date on which the individual becomes subject to the Guidelines. Other than Messrs. Barnes-Smith, Tibbetts, Gartman, and Wimbush, each of our directors and officers are currently required to be in compliance with the Guidelines to the extent there has been no increase to their base salary, annual retainer, or annual equity award. Such an increase would cause a participant to become subject to a greater ownership requirement. In the event greater ownership is required, a participant must meet such increased ownership requirement within three years as further detailed below.
Proposal 1: Election of Directors
| Armada Hoffler Properties, Inc. | 21 | Proxy Statement 2024 |
Proposal 1: Election of Directors
| Position | Minimum Ownership Requirement | Minimum Required Ownership of Qualifying Securities (as of April 1, 2024) ($) | Value of Qualifying Securities owned as of April 1, 2024(1) ($) | | Chief Executive Officer | 5x annual base salary | | | | Louis S. Haddad(2) | | 5,290,000 | 35,474,129 | | Chief Financial Officer | 3x annual base salary | | | | Matthew T. Barnes-Smith(3) | | 1,200,000 | 485,127 | | Other Executive Officers | 3x annual base salary | | | | Shawn J. Tibbetts(4) | | 1,545,000 | 1,689,495 | | Eric E. Apperson | | 1,275,000 | 4,698,806 | | Shelly R. Hampton | | 1,155,000 | 1,971,926 | | Non-Employee Directors | 3x the value of any annual equity award and annual cash retainer (excluding any additional retainer for committee chairs or Lead Independent Director) | | | | George F. Allen | | 330,000 | 412,775 | | James A. Carroll | | 330,000 | 496,223 | | James Cherry | | 330,000 | 646,036 | | Dennis H. Gartman(5) | | 330,000 | 148,502 | | Eva S. Hardy(6) | | 330,000 | 293,194 | | John W. Snow | | 330,000 | 2,674,951 | | F. Blair Wimbush(7) | | 330,000 | 56,457 |
Proposal 1: Election of Directors
(1) Represents the number of Qualifying Securities owned as of April 1, 2024 multiplied by $12.37. The value of each individual’s Qualifying Securities as of April 1 each year is determined based on the higher of (i) the closing price of our common stock on the last trading day of the immediately preceding fiscal year and (ii) the volume-weighted average price of our common stock for the 30 trading days immediately preceding April 1. (2) Includes 272,932 OP units (as defined below) held by a trust, for which Mr. Haddad serves as a trustee and for which Mr. Haddad disclaims beneficial ownership. (3) Mr. Barnes-Smith became subject to the Guidelines upon being promoted to the role of Chief Financial Officer on March 18, 2022 and, therefore, must be in compliance by March 18, 2027. (4) Mr. Tibbetts became subject to the Guidelines upon being promoted to the role of Chief Operating Officer on February 19, 2020 and, therefore, must be in compliance by February 19, 2025. (5) Mr. Gartman became subject to the Guidelines upon joining the Board of Directors on July 13, 2022 and, therefore, must be in compliance by July 13, 2027. (6) Ms. Hardy is not considered to be non-compliant as of April 1, 2024 due to increases in non-employee director compensation on January 1, 2023, and therefore, must be in compliance with the greater ownership requirement by January 1, 2026. (7) Mr. Wimbush became subject to the Guidelines upon joining the Board of Directors on March 22, 2024 and, therefore, must be in compliance by March 22, 2029. In addition, Messrs. Hoffler and Kirk owned 5,159,951 and 1,249,849 Qualifying Securities, respectively, as of April 1, 2024. Our named executive officers and directors (including their trusts) owned 12.1% of our company as of April 1, 2024, which includes ownership of common stock and units of limited partnership interest ("OP units"), LTIP units (as defined below) in Armada Hoffler, L.P., the Company's Operating Partnership (the "Operating Partnership"). For purposes of the Guidelines, our executive officers and non-employee directors may satisfy the Guidelines with the following securities (“Qualifying Securities”), whether owned directly or indirectly by our executive officers and non-employee directors: •shares of the Company’s common stock; •OP units; •time-vesting restricted shares of common stock, LTIP units in the Operating Partnership, or similar time-vesting equity awards granted under the Company’s equity incentive plans, whether or not currently vested; and •performance-vesting restricted shares of common stock, restricted stock units, or LTIP units in the Operating Partnership (or similar performance-vesting equity awards granted under the Company’s equity incentive plans) for which the relevant performance targets have been determined to have been met.
Proposal 1: Election of Directors
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Proposal 1: Election of Directors
Neither stock options nor performance-vesting (i) restricted shares of common stock or (ii) share units or other performance-vesting equity awards granted under the Company’s equity incentive plans for which the relevant performance targets have not been met will be deemed Qualifying Securities for purposes of the Guidelines. Compliance with the Guidelines is measured on April 1 of each year. Each participant must meet the applicable ownership requirement within five years of the later of (i) the adoption of the Guidelines by the Board and (ii) the date the participant became subject to the Guidelines. If a participant becomes subject to a greater ownership requirement due to an amendment to the Guidelines, a promotion or an increase in base salary (or, in the case of non-employee directors, an increase in the annual cash retainer or annual equity award), and the participant does not satisfy such requirement at that time, the participant must meet such increased ownership requirement within three years of the date of such amendment to the Guidelines, promotion or increase in base salary, annual retainer, or annual equity award. The value of each individual’s Qualifying Securities as of April 1 of each year will be determined based on the higher of (i) the closing price of our common stock on the last trading day of the immediately preceding fiscal year and (ii) the volume-weighted average price of our common stock for the 30 days immediately preceding April 1 of the applicable year. To promote compliance with the Guidelines, participants must retain 100% of the net shares received from any awards granted under our equity incentive plans for a period of one year after the vesting of such awards and, if a participant is not in compliance with the applicable minimum ownership requirement after such time period, must retain 100% of the shares or units until the applicable ownership requirement is met. Insider Trading Policy Our Board has adopted an Insider Trading Policy, which applies to all of our directors, officers, and employees. The policy prohibits our directors, officers, employees, and any entities they control from engaging in transactions in the Company’s securities, including common stock and preferred stock, if those persons are in possession of material non-public information. It includes a number of exemptions, such as when the transaction is effected pursuant to a plan or arrangement that is compliant with Rule 10b5-1 under the Exchange Act. The policy also sets out particular blackout periods during which no trading may typically occur. Scheduled blackout periods occur around the dates quarterly and annual reports are being prepared, until the close of business two business days after the filing of our Quarterly Report on Form 10-Q or Annual Report on Form 10-K, and additional event-specific blackout periods can be imposed. We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. Hedging, Pledging and Short-Term Speculative Transactions We prohibit the purchase or sale of puts, calls, options, or other derivative securities based on the Company’s securities by any of our directors or employees (or any designee of any of them). We also prohibit hedging or monetization transactions, such as forward sale contracts, in which the stockholder owns the underlying Company security without all the risks of ownership. Clawback Policy We have adopted a Compensation Recoupment Policy (the “Clawback Policy”)in compliance with Section 303A.14 of the NYSE Listed Company Manual and Section 10D of the Exchange Act. Under the Clawback Policy, the Company must recover from any “Executive Officer”, as such term is defined in Rule 10D-1 under the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual, of the Company the amount of any erroneously awarded incentive-based compensation. The Clawback Policy is effective as of October 2, 2023, the effective date of Section 303A.14 of the NYSE Listed Company Manual. During the year ended December 31, 2023, the Company was not required to recoup any compensation under the Clawback Policy. Information Security Our Board recognizes the risks inherent in today's cybersecurity environment. We are committed to proactively researching, implementing, and updating technology security hardware, software, and strategies as the threat landscape around us evolves, ensuring we offer the best protection for our resources and information from unauthorized access. Our governance strategy for information security has been organized as follows: •Our Board, including through delegation to our Audit Committee, exercises oversight over cybersecurity risks and controls. •The Audit Committee receives quarterly updates from the Chief Financial Officer and other members of management. •We manage cybersecurity threats by employing a comprehensive process that is integral to our overall risk management framework. Our risk management approach is designed to be aligned with the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") 2017 Enterprise Risk Management (“ERM”) framework. This system includes a risk assessment process specifically designed to identify information technology (“IT”) and cybersecurity risks that could be material to our organization.
Proposal 1: Election of Directors
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Proposal 1: Election of Directors
•Our overall risk management system provides a structured and consistent approach to risk identification, assessment, and response, including those related to cybersecurity. The integration of cyber risks into our ERM framework underscores our commitment to upholding a robust governance structure that emphasizes the protection of our information systems. We also have in the past year engaged a third-party consultant to conduct a detailed risk assessment workshop utilizing the Center for Internet Security ("CIS") framework v8. •The management team ensures the implementation of robust monitoring protocols for preventing, detecting, mitigating, and remediating cybersecurity threats. We use a ‘defense in layers’ approach which constitutes a cybersecurity strategy that involves the use of multiple types of securities measures, each designed to protect against a different vector of attack. •We maintain an Incident Response Plan, based on guidance within the National Institute of Standards and Technology's Computer Security Incident Handling Guide, which provides an escalation policy for identified security incidents. Our escalation policy details specific escalation processes by which senior leadership •Our internal audit department performs periodic assessments of the design and operating effectiveness of our cybersecurity controls. •We conduct company-wide IT security training, supported by weekly executed simulated email phishing attacks for employee training and recognition of attacks. •We maintain strategic partnerships with third-party assessors, consultants, and auditors to enhance our defense mechanisms. This includes the use of third parties for penetration testing, log evaluation, and network monitoring to assist in rapid identification and mitigation of any suspicious network access to ensure the effective detection and mitigation of cybersecurity threats. The results of such tests and assessments are reported to our audit committee and our board of directors, and we adjust our cybersecurity policies, standards, processes, and practices as necessary based on the information provided by the tests and assessments. •Our vendor risk assessment program is designed to identify, evaluate, and manage risks associated with third-party service providers. As a part of this program, we regularly review third-party attestation reports, such as SOC 1 and SOC 2, for key service providers to validate the effectiveness of their cybersecurity policies and controls. This ensures alignment with our standards for cybersecurity. •We maintain cybersecurity risk insurance covering risks including ransomware, forensic analysis and recovery, and brand protection. Succession Planning Succession planning is a critical component of our corporate governance strategy. As part of our commitment to ensuring continuity and sustained leadership excellence, our Board of Directors regularly assess potential successors, mentoring programs, and leadership development initiatives. The Company’s succession plan outlines a structured approach to identifying and cultivating talent within our organization and preparing them for key leadership roles. Our focus is on developing a pipeline of skilled individuals who can seamlessly step into leadership positions as needed. By fostering a culture of continuous learning and talent development, we aim to mitigate any potential disruptions and ensure the smooth transition of leadership roles. This commitment to succession planning underscores our dedication to long-term stability, resilience, and the sustained success of our company. Continuing with the Company’s overarching succession plan, the following management changes have been announced: •On February 15, 2024, the Board of Directors announced that Shawn Tibbetts, the Company’s Chief Operating Officer, was named President. Mr. Tibbetts has served as the Chief Operating Officer since joining the Company in 2019 and plays an integral role in its growth and success. •Upon the expected retirement of Louis Haddad as Chief Executive Officer in the first half of 2025, the Company’s Board of Directors, having undertaken a deliberate and thorough succession planning process over the last several years, expects to appoint Mr. Tibbetts as Chief Executive Officer. •The Company’s Board of Directors further endorsed founder and current Executive Chairman Dan Hoffler’s intent to relinquish his role as Executive Chairman of the Board in June 2024 but remain on the Board as a non-independent director. Following Mr. Hoffler's relinquishment of his role as Executive Chairman of the Board, the Board intends to appoint Mr. Haddad as Executive Chairman of the Board, subject to his re-election to the Board by the stockholders at the Annual Meeting. Subject to the stockholders' re-election of Mr. Hoffler at the Annual Meeting, the Board intends to appoint Mr. Hoffler as Chairman Emeritus. We believe that our succession planning framework positions the company for long-term success and sustainability. The Board of Directors remains dedicated to ensuring a seamless transition of leadership when necessary. Board Refreshment Policy In the interest of allowing for new perspectives and diversity on the Board, in February 2024, the Board amended the Company’s Corporate Governance Guidelines to include a Board refreshment policy, pursuant to which directors may not stand for re-election to the Board at the next annual meeting of stockholders after reaching the age of 80.
Proposal 1: Election of Directors
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Proposal 1: Election of Directors
Role of the Board in Risk Oversight One of the key functions of our Board of Directors is informed oversight of our risk management process. Our Board of Directors administers this oversight function directly, with support from its three standing committees, the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee, each of which addresses risks specific to their respective areas of oversight. In particular, the Audit Committee has the responsibility to consider and discuss our major financial and cybersecurity risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. The Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. This committee also monitors the effectiveness of our sustainability initiatives. The Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Board Committees Our Board of Directors has established three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The principal functions of each committee are described below. We comply with the listing requirements and other rules and regulations of the NYSE, as amended or modified from time to time, and each of these committees is comprised exclusively of independent directors. Additionally, our Board may from time to time establish certain other committees to facilitate the management of our company. The table below provides membership information for each of the Board's standing committees as of the date of this Proxy Statement:
Proposal 1: Election of Directors
| Director | Audit Committee | | Compensation Committee | | Nominating and Corporate Governance Committee | | | George F. Allen | | | ■ | | ■ | (Chair) | | James A. Carroll* | ■ | (Chair) | | | | | | James C. Cherry* | ■ | | ■ | (Chair) | ■ | | | Dennis H. Gartman* | ■ | | | | | | | Louis S. Haddad | | | | | | | | Eva S. Hardy | | | ■ | | ■ | | | Daniel A. Hoffler | | | | | | | | A. Russell Kirk | | | | | | | | John W. Snow(1) | | | | | ■ | | | F. Blair Wimbush(2)* | | | | | | | | * Audit committee financial expert. | | | | | | | | (1) Mr. Snow is not standing for re-election at the Annual Meeting. | | | | | | | | (2) Mr. Wimbush was appointed to the Board on March 22, 2024. The Board has not yet appointed Mr. Wimbush as a member of any of the Board's standing committees. | | | | | | |
Proposal 1: Election of Directors
Audit Committee The Audit Committee is comprised of Messrs. Carroll, Cherry, and Gartman, with Mr. Carroll serving as chairperson. Each member of the Audit Committee qualifies as an “audit committee financial expert” as that term is defined by the applicable SEC regulations. The Board determined that each of the Audit Committee members is “financially literate” as that term is defined by the NYSE corporate governance listing standards, and the Board has determined that each of the directors serving on the Audit Committee is “independent” within the
Proposal 1: Election of Directors
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Proposal 1: Election of Directors
meaning of the applicable rules of the SEC and the NYSE listing standards. We adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including oversight related to: •our accounting and financial reporting processes; •the integrity of our consolidated financial statements and financial reporting process; •our systems of disclosure controls and procedures and internal control over financial reporting; •our compliance with financial, legal, and regulatory requirements; •our information security program; •the evaluation of the qualifications, independence, and performance of our independent registered public accounting firm;
2023 DIRECTOR COMPENSATION
2023 DIRECTOR COMPENSATION The Compensation Committee periodically reviews the compensation of our directors, with benchmarking and advice from the committee’s independent compensation consultant, Ferguson Partners Consulting, L.P. ("Ferguson Partners"). The compensation elements of non-employee directors were last changed in the year ended December 31, 2021. Any proposed changes are reviewed with and approved by the full Board. After consultation with Ferguson Partners, the Compensation Committee determined that our director compensation was generally below the 25th percentile of our competitor set, and it would be appropriate to adjust the non-employee director compensation.
2023 DIRECTOR COMPENSATION
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2023 DIRECTOR COMPENSATION
During the fiscal year ended December 31, 2023, our non-employee directors were compensated for their service based on the following schedule:
2023 DIRECTOR COMPENSATION
| Elements of 2023 Non-Employee Director Compensation ($) | | | Annual Cash Retainer | 55,000 | | Annual Equity Award of Restricted Shares or LTIP Units | 55,000 | | Additional Annual Cash Retainers for: | | | Lead Independent Director | 15,000 | | Audit Committee Chair | 12,500 | | Compensation Committee Chair | 10,000 | | Nominating and Corporate Governance Committee Chair | 10,000 |
2023 DIRECTOR COMPENSATION
Each non-employee director receives the annual base cash retainer for his or her services in cash in quarterly installments in conjunction with quarterly meetings of the Board (except for Mr. Kirk whose retainer is paid in a mixture of quarterly and bi-weekly installments). Each non-employee director may elect to receive up to 100% of his or her annual cash retainers in fully vested shares of our common stock or LTIP units (as defined in “Compensation Discussion and Analysis - LTIP Units” further below). On the date of each annual meeting of stockholders, each non-employee director receives an annual equity award of, at the director's election, restricted shares or LTIP units which will vest on the date of the first annual meeting of stockholders after the date of grant, subject to the director’s continued service on the Board of Directors on such date. All awards of restricted stock and LTIP units granted to each non-employee director will vest in full upon a change in control (as defined in the Armada Hoffler Properties, Inc. Amended and Restated 2013 Equity Incentive Plan (the “Equity Incentive Plan”)). We also reimburse each of our directors for his or her travel expenses incurred in connection with his or her attendance at full Board of Directors and committee meetings, attendance at annual or special meetings of our stockholders, and site visits to our properties. Mr. Haddad, our Chief Executive Officer, and the Vice Chairman of our Board, does not receive any additional compensation for his service on the Board.
2024 DIRECTOR COMPENSATION
2024 DIRECTOR COMPENSATION For the fiscal year ending December 31, 2024, the Compensation Committee determined our non-employee directors to be compensated for their service based on the following schedule:
2024 DIRECTOR COMPENSATION
| Elements of 2024 Non-Employee Director Compensation ($) | | | Annual Cash Retainer | 55,000 | | Annual Equity Award of Restricted Shares or LTIP Units | 55,000 | | Additional Annual Cash Retainers for: | | | Lead Independent Director | 15,000 | | Audit Committee Chair | 12,500 | | Compensation Committee Chair | 10,000 | | Nominating and Corporate Governance Committee Chair | 10,000 | | Chairman Emeritus | 25,000 |
2024 DIRECTOR COMPENSATION
In consideration of Mr. Hoffler’s role as the founder of our company, his long-running tenure at the Company, his significant contributions in his role as Executive Chairman of the Board, and his continued efforts to facilitate a smooth transition and succession of management and Board leadership, Mr. Hoffler is expected to be designated as Chairman Emeritus, subject to his re-election by stockholders at the Annual Meeting. In connection with Mr. Hoffler’s anticipated designation as Chairman Emeritus, the Compensation Committee determined that, as Chairman Emeritus, Mr. Hoffler will receive a retainer of $25,000 in addition to the retainer payable to our other non-employee directors. Mr. Hoffler also will be provided office space until June of 2025 at Armada Hoffler Tower, our headquarters building, at no incremental cost to the Company. Mr. Kirk will also be provided office space until June of 2025 at Armada Hoffler Tower at no incremental cost to the Company. The compensation of non-employee directors for the year ending December 31, 2024 is otherwise the same as for the year ended December 31, 2023.
2024 DIRECTOR COMPENSATION
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•serves as a mentor to the executive leadership team; and
•serves as a mentor to the executive leadership team; and •supports the development of the executives and the Company’s succession planning efforts, ensuring continuity of the Company’s culture. For the fiscal year ended December 31, 2023, Mr. Hoffler received cash compensation of $305,677 payable in bi-weekly installments, equity awards of restricted shares of common stock with a grant date fair value equal to $140,000, which will vest on the date of the Annual Meeting, subject to his continued service on the Board on such date, and healthcare coverage under our healthcare plan available to all employees of the Company. For the fiscal year ending December 31, 2024, Mr. Hoffler’s compensation as the Executive Chairman will be pro-rated for the actual time served as the Executive Chairman. Additionally, if the Board appoints Mr. Hoffler as Chairman Emeritus, Mr. Hoffler’s compensation as the Chairman Emeritus will be pro-rated for the actual time served as the Chairman Emeritus during the year ending December 31, 2024. As a result, assuming Mr. Hoffler resigns as Executive Chairman and the Board appoints him as the Chairman Emeritus, in each case, on the date of the Annual Meeting, for the fiscal year ended December 31, 2024, Mr. Hoffler will receive cash compensation of $194,501 and equity awards with a grant date fair value equal to $97,268. If the Board appoints Mr. Haddad as Executive Chairman as is currently anticipated, he will not receive any compensation as Executive Chairman while he is also the Chief Executive Officer.
DIRECTOR COMPENSATION TABLES
DIRECTOR COMPENSATION TABLES The following tables provide information on the compensation of our directors for the fiscal year ended December 31, 2023, other than Mr. Haddad, who received no separate compensation for his service as a director, and Mr. Wimbush, who was not appointed to the Board until March 22, 2024 and, therefore, did not receive any compensation in 2023. For information related to the compensation of Mr. Haddad, please refer to “Compensation of Executive Officers Summary Compensation Table.”
DIRECTOR COMPENSATION TABLES
| Independent Directors | Fees Earned or Paid in Cash ($) | Equity Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | George F. Allen | 60,000 | 47,100 | 2,951 | 110,051 | | James A. Carroll | 62,500(3) | 47,100 | 2,951 | 112,551 | | James C. Cherry | 60,000 | 47,100 | 2,951 | 110,051 | | Dennis H. Gartman | 52,500 | 55,000(4) | 3,999(5) | 111,499 | | Eva S. Hardy | 65,000 | 47,100 | 2,951 | 115,051 | | John W. Snow | 52,500(6) | 47,100 | 2,951 | 102,551 |
DIRECTOR COMPENSATION TABLES
| Non-Independent Directors | Fees Earned or Paid in Cash ($) | Equity Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Daniel A. Hoffler | 305,677 | 119,895 | 124,162(7) | 549,734 | | A. Russell Kirk | 52,518 | 47,100 | 2,951(2) | 102,569 |
DIRECTOR COMPENSATION TABLES
(1) Represents the aggregate grant date fair value of restricted shares granted on June 28, 2023. Mr. Hoffler received a grant of 11,824 LTIP units, Mr. Gartman received 4,645 restricted shares, and each of Messrs. Allen, Carroll, Cherry, Kirk, and Snow and Ms. Hardy received a grant of 4,645 LTIP units, all of which were outstanding as of December 31, 2023. (2) Represents dividends paid on unvested restricted shares of common stock or LTIP units.
DIRECTOR COMPENSATION TABLES
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DIRECTOR COMPENSATION TABLES
(3) Includes $15,635 of annual cash retainers, which the director elected to receive in fully vested shares of common stock under the Equity Incentive Plan in lieu of cash payments, in accordance with the director compensation policy described above. (4) As Mr. Gartman elected to receive the annual equity award in the form of shares of restricted common stock, the grant date fair value is higher than the other independent directors who elected to receive their equity awards in the form of LTIP units, as LTIP units have a discount to their grant date fair value in accordance with ASC 718. The same number of restricted shares or LTIP units, as elected, were granted to each independent director for the 2023 annual stock award. (5) Includes dividends in arrears attributable to the 2022 annual stock award which were paid in 2023. (6) Includes $52,500 of annual cash retainers, which the director elected to receive in fully vested shares of common stock under the Equity Incentive Plan in lieu of cash payments, in accordance with the director compensation policy described above. (7) Reflects the following:
DIRECTOR COMPENSATION TABLES
| Name | Automobile Allowance(a) ($) | Tax Return Prep Fees ($) | Administrative Support ($) | Dividends on Unvested Restricted Stock ($) | Other(b) ($) | Total ($) | | Daniel A. Hoffler | 35,521 | 14,000 | 51,366 | 7,716 | 15,558 | 124,162 |
DIRECTOR COMPENSATION TABLES
(a) Represents costs related to automobile allowance, gas, and tolls. (b) Represents costs related to parking fees, car detailing, personal aircraft use, club dues, commuting expenses, physicals, excess life insurance, 401(k) match, executive fees, and cable or DirectTV television.
DIRECTOR COMPENSATION TABLES
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DIRECTOR COMPENSATION TABLES
The following table sets forth information concerning our current executive officers. Executives serve at the Board’s discretion.
DIRECTOR COMPENSATION TABLES
| Name | Age(1) | Title | | Louis S. Haddad | 66 | Chief Executive Officer | | Shawn J. Tibbetts | 43 | President and Chief Operating Officer | | Matthew T. Barnes-Smith | 38 | Chief Financial Officer, Treasurer and Corporate Secretary | | Eric E. Apperson | 60 | President of Construction | | Shelly R. Hampton | 56 | President of Asset Management |
DIRECTOR COMPENSATION TABLES
(1) Age as of April 19, 2024. Set forth below are descriptions of the backgrounds of each of our current executive officers (other than Mr. Haddad, whose background and positions are described above under “Proposal 1: Election of Directors”).
DIRECTOR COMPENSATION TABLES
| Shawn J. Tibbetts | President and Chief Operating Officer |
DIRECTOR COMPENSATION TABLES
| | Mr. Tibbetts joined as our Chief Operating Officer in 2019 and was appointed as an executive officer in February 2020. Mr. Tibbetts was appointed as our President in February 2024. Mr. Tibbetts is responsible for aligning the day-to-day operations of the Company’s various business lines and support groups with the corporate goals set by the Chief Executive Officer and Board of Directors. Mr. Tibbetts has more than 20 years of corporate leadership experience with a focus on operating efficiency, talent development and organizational design. Mr. Tibbetts previously served as the Port of Virginia’s President and COO of Virginia International Terminals, LLC from October 2014 to July 2019 where he was responsible for the portfolio’s P&L, logistics, operations, maintenance, labor relations, IT, safety, security, and capital infrastructure projects. Prior to joining the Port of Virginia in July 2010, Mr. Tibbetts served in various leadership roles at APM Terminals, a global subsidiary of A.P. Moller Maersk from March 2003 to June 2010. Mr. Tibbetts earned his B.B.A. from James Madison, his M.B.A. from the College of William & Mary and completed the Advanced Management Program at Harvard Business School. |
DIRECTOR COMPENSATION TABLES
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DIRECTOR COMPENSATION TABLES
| Matthew T. Barnes-Smith | Chief Financial Officer, Treasurer and Corporate Secretary |
DIRECTOR COMPENSATION TABLES
| | Mr. Barnes-Smith joined as our Executive Vice President of Finance in September 2020 and was appointed as the Chief Financial Officer in March 2022. Since he joined in 2020, Mr. Barnes-Smith has been responsible for overseeing the organization in the areas of financial planning, accounting, strategy, risk management, and information technology. Mr. Barnes-Smith previously served as the Chief Administration Officer for The Port of Virginia from July 2017 to September 2020, where he was accountable for various business functions including financial analytics and reporting, as well as procurement and cost control. From December 2013 to June 2017, Mr. Barnes-Smith served as the Vice President Strategic Planning & Analytics for The Port of Virginia. He earned his Bachelor’s degree in Economics with Finance from Oklahoma State University, where he also received his Master’s degree in Economics. |
DIRECTOR COMPENSATION TABLES
| Eric E. Apperson | President of Construction |
DIRECTOR COMPENSATION TABLES
| | Mr. Apperson has served as our President of Construction since our initial public offering and President of Construction and Development since June 2022. He has over 25 years of experience in real estate management, development, and construction. Mr. Apperson previously served as President of Construction of one of our predecessor entities, a position he assumed in 2000. Prior to being named President of Construction, Mr. Apperson served as President of a subsidiary of our predecessor formerly known as Goodman Segar Hogan Hoffler Construction. Beginning in 1987, he served our predecessor as project manager. Mr. Apperson earned a B.A. from Hampden-Sydney College. |
DIRECTOR COMPENSATION TABLES
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DIRECTOR COMPENSATION TABLES
| Shelly R. Hampton | President of Asset Management |
DIRECTOR COMPENSATION TABLES
| | Ms. Hampton has served as our President of Asset Management since our initial public offering. Ms. Hampton has nearly 35 years of experience in accounting, finance, administration, operations, and management. Ms. Hampton previously served as President of Asset Management of one of our predecessor entities since 2011 until the completion of our initial public offering. From 2009 to 2011, Ms. Hampton served as Vice President of Asset Management of one of our predecessor entities. From 1999 until 2011, Ms. Hampton served as the Director of Asset Management of one of our predecessor entities. Ms. Hampton previously served as Vice President of Finance at JLM Holdings. Ms. Hampton holds an AAS in Business Management from Metropolitan College and graduated cum laude with a B.S. in Business Administration from Western New England College. |
DIRECTOR COMPENSATION TABLES
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DIRECTOR COMPENSATION TABLES
Compensation Discussion and Analysis
TOTAL STOCKHOLDER RETURN
(1) Per S&P Capital IQ Pro; Peer Group data excludes companies that did not trade publicly for the entire period referenced. (2) IPO was completed on May 8, 2013. (3) The peer group was determined in consultation with Ferguson Partners. See "Peer Group" below for details.
EXECUTIVE COMPENSATION SUMMARY
EXECUTIVE COMPENSATION SUMMARY Our Compensation Committee made its compensation plans for 2023 based on a primary objective to motivate our NEOs to continue focusing on Normalized FFO performance and the execution of key strategic priorities. We believe that, in the long-term, the accomplishment of these goals will generate positive stockholder value. With these factors firmly in mind, we note the following compensation-related highlights for 2023: •Pay-for-Performance Alignment: We award both cash and equity incentive compensation based on challenging goals and subject to meaningful changes in payout levels depending on our annual and long-term performance results. •Significant Alignment with Our Stockholders: The majority of incentive compensation is payable in awards of restricted stock, including 71% of our Chief Executive Officer’s target incentive opportunity, because we understand the importance of equity-based compensation to align our executives’ interests with those of our stockholders. Beginning in 2020, we extended the vesting period for the restricted stock portion of our NEO incentives to three years to further align with stockholders’ interests and to be more consistent with best governance practices. •Commitment to Strong Pay Governance: We have adopted stock ownership and retention guidelines for all executive officers and directors, an incentive compensation clawback policy for all executive officers and an anti-hedging policy for all employees and directors. For more information, see “Corporate Governance and Board Matters” contained elsewhere in this Proxy Statement.
PEER GROUP
PEER GROUP As part of its engagement, Ferguson Partners provided the Compensation Committee with comparative market data on the overall compensation program for our executive officers based on an analysis of peer companies. The table set forth below identifies the companies in the peer group used for 2023, which the Compensation Committee considered as part of its analysis in setting compensation for our executive officers:
PEER GROUP
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PEER GROUP
| 2023 Executive Compensation Peer Group (“Peer Group”) | | | | Acadia Realty Trust (AKR) | AIMCO (AIV) | American Assets Trust, Inc. (AAT) | | Centerspace (CSR) | City Office REIT, Inc. (CIO) | CTO Realty Growth, Inc. (CTO) | | Elme Communities (ELME) | InvenTrust Properties Corp. (IVT) | JBG SMITH Properties (JBGS) | | Piedmont Office Realty Trust, Inc. (PDM) | Saul Centers, Inc. (BFS) | UMH Properties, Inc. (UMH) |
PEER GROUP
| Whitestone REIT (WSR) |
PEER GROUP
Each year, the Company, in consultation with Ferguson Partners, reviews the peer group to determine the appropriateness of each peer company, as well as the peer group in totality. For 2023, the Company used the following selection criteria:
PEER GROUP
| 2023 Peer Group Selection Criteria | | | Assets/Business Model | We are a diversified REIT with high-quality office, retail, and multifamily assets. Accordingly, our peer group represents a blend of all of these asset types to reflect our diverse real estate holdings. | | Size Parameters | At the time the Peer Group was approved, each was an internally-managed REIT with an implied equity market capitalization and total enterprise value ranging from 0.4x to 1.7x the size of the Company. | | Overall Peer Group | As of December 31, 2023, the Company’s implied equity market capitalization was approximately $1.1 billion and total enterprise value was approximately $2.6 billion which approximated the median of the Peer Group as follows: •Implied Equity Market Capitalization - ranged from $0.9 billion to $1.7 billion(1), with a median of approximately $1.2 billion. •Total Enterprise Value - ranged from $1.8 billion to $2.9 billion(1), with a median of approximately $2.4 billion. |
PEER GROUP
(1) Based on the approximate 25th to 75th percentile of the 2023 Peer Group. Based on this assessment, changes were made to the Peer Group to remove certain companies that were no longer appropriate size or asset type comparisons and to add new peer companies that are more appropriate direct competitors. Accordingly, Urstadt Biddle Properties, Inc. (acquired by a third-party) and RPT Realty (acquired by a third-party) were removed from the Peer Group for 2023. Following these removals, potential replacements were evaluated, and JBG SMITH Properties (a diversified REIT within the size parameters and located within a similar geographic region) was added to the Peer Group for 2023. The Compensation Committee may change the composition of the peer group from year to year, as it deems appropriate. In determining 2023 compensation for our NEOs,
PEER GROUP
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PEER GROUP
the Compensation Committee, in consultation with Ferguson Partners, considered the competitive positioning of our executive compensation levels relative to market data for setting salary, incentive award, and total compensation levels.
STRUCTURE AND COMPONENTS OF THE EXECUTIVE COMPENSATION PROGRAM
STRUCTURE AND COMPONENTS OF THE EXECUTIVE COMPENSATION PROGRAM Our executive compensation program for the NEOs generally consists of base salary, an annual incentive program comprised of cash and restricted stock awards and certain other benefits. We also provide certain severance arrangements for our NEOs. The target amount of compensation is determined based on an assessment of prevailing market compensation levels and the roles, experience, and the value delivered on a daily basis by our NEOs. The Compensation Committee determined that it was appropriate to increase 2023 target compensation opportunities to more competitive levels for our NEOs based on the following considerations:(i) NEO compensation relative to the Peer Group; (ii) overall company performance; and (iii) individual performance and internal equity factors. Based on this review, the Compensation Committee, in consultation with Ferguson Partners, determined that it was appropriate to increase 2023 target compensation opportunities to more competitive levels for our NEOs, with target total compensation at or below the median of the Peer Group.
SHORT-TERM INCENTIVE PROGRAM
SHORT-TERM INCENTIVE PROGRAM All cash and equity bonus awards for the NEOs are made pursuant to our short-term incentive program ("STIP"), using a pay-for-performance structure to align the interests of our executive management team with the interests of our stockholders as follows: •Award determinations under the STIP are based on quantitative and qualitative factors set by the Compensation Committee each year. The Compensation Committee retains the discretion to equitably adjust the quantitative metrics to account for one-time events, as deemed appropriate. •The payouts under the STIP are based on the Company achieving certain threshold, target, and maximum levels of corporate and individual performance metrics. •Bonus awards under the STIP are paid partially in cash and the majority is paid in restricted shares of the Company’s common stock or LTIP units, at the NEO's election, subject to additional time-vesting restrictions. The Compensation Committee believes that the vesting schedule promotes retention, encourages long-term performance to maximize the value of and dividends received on stock granted to NEOs, and further aligns the interests of our executive officers and stockholders. Further, we believe that this vesting period encourages our executive officers to focus on sustaining our long-term performance, thus minimizing the risk of our executive officers focusing on short-term gains at the expense of our long-term performance.
SHORT-TERM INCENTIVE PROGRAM
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CASH AWARDS
CASH AWARDS Under the 2023 STIP, our NEOs were eligible to receive the following cash bonus payout at threshold, target, and maximum performance:
CASH AWARDS
| | Cash Portion of 2023 STIP | | | | Name | Threshold ($) | Target ($) | Maximum ($) | | Louis S. Haddad | 260,000 | 400,000 | 540,000 | | Shawn J. Tibbetts | 146,250 | 225,000 | 303,750 | | Matthew T. Barnes-Smith | 81,250 | 125,000 | 168,750 | | Eric E. Apperson | 97,500 | 150,000 | 202,500 | | Shelly R. Hampton | 81,250 | 125,000 | 168,750 |
RESTRICTED STOCK OR LTIP UNIT AWARDS
RESTRICTED STOCK OR LTIP UNIT AWARDS Under the 2023 STIP, NEOs were eligible to receive the following restricted stock or LTIP unit awards under the Equity Incentive Plan at threshold, target, and maximum performance:
RESTRICTED STOCK OR LTIP UNIT AWARDS
| | Equity Portion of 2023 STIP | | | | Name | Threshold ($) | Target ($) | Maximum ($) | | Louis S. Haddad | 687,700 | 1,058,000 | 1,428,300 | | Shawn J. Tibbetts | 471,250 | 725,000 | 978,750 | | Matthew T. Barnes-Smith | 178,750 | 275,000 | 371,250 | | Eric E. Apperson | 146,250 | 225,000 | 303,750 | | Shelly R. Hampton | 162,500 | 250,000 | 337,500 |
2023 STIP PERFORMANCE EVALUATION
2023 STIP PERFORMANCE EVALUATION In February 2023, the Compensation Committee approved a STIP that was similar to prior years and was based on the following performance metrics:
2023 STIP PERFORMANCE EVALUATION
| Performance Metrics | Weighting | | Normalized FFO | 30% | | Normalized FFO/Share | 50% | | Individual Goals | 20% |
2023 STIP PERFORMANCE EVALUATION
| | 2023 Quantitative Bonus Goals | | | | | 2023 STIP Metrics | Threshold ($) | Target ($) | Maximum ($) | Actual ($) | | Normalized FFO | 106,675,000 | 109,330,000 | 111,985,000 | 110,500,000 | | Normalized FFO/Share | 1.21 | 1.24 | 1.27 | 1.24 |
2023 STIP PERFORMANCE EVALUATION
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2023 STIP PERFORMANCE EVALUATION
The 2023 STIP includes a review of individual performance for each NEO. In 2023, the Compensation Committee established qualitative objectives for each NEO (the qualitative performance objectives for Mr. Barnes-Smith, Ms. Hampton, Mr. Apperson, and Mr. Tibbetts were primarily established by Mr. Haddad, and approved by the Compensation Committee). The objectives are intended to enhance and support the Company’s overall strategic and operational objectives in its day-to-day activities. Additionally, the Compensation Committee also considered the following: •Increased quarterly cash dividend from an annualized amount of $0.76 to $0.78 during 2023. •Increased our normalized FFO per diluted share by 2%. •Core operating property portfolio occupancy at 96% as of December 31, 2023. •Positive renewal spreads during the fourth quarter across all segments: • Lease rates on fourth quarter office lease renewals increased 17.9% on a GAAP basis and 0.3% on a cash basis. • Lease rates on fourth quarter retail lease renewals increased 8.5% on a GAAP basis and 3.0% on a cash basis. •Same Store NOI increased 0.9% on a GAAP basis and 2.3% on a cash basis compared to the year ended December 31, 2022. •Successfully completed the $215 million acquisition of The Interlock, a 311,000 square foot Class A commercial mixed-use asset in Atlanta's West Midtown anchored by Georgia Tech. •Continuation of the annual Sustainability Report publication. •Continued to execute strategic succession planning efforts, ensuring continuity of the Company’s strategy and culture.
2023 STIP PAYOUTS
2023 STIP PAYOUTS The 2023 annual cash and restricted stock award incentive compensation payable to our NEOs was based on the achievement of the measures listed above. Based on the Compensation Committee’s review of the quantitative and qualitative factors under the STIP, which included an assessment of each NEO's individual goals and accomplishments, on February 14, 2024, the Compensation Committee approved the 2023 STIP awards as follows:
2023 STIP PAYOUTS
| | 2023 Actual STIP Awards | | | | Name | Cash ($) | Equity Award(1) ($) | Total ($) | | Louis S. Haddad | 400,000 | 1,058,000 | 1,458,000 | | Shawn J. Tibbetts | 225,000 | 725,000 | 950,000 | | Matthew T. Barnes-Smith | 125,000 | 275,000 | 400,000 | | Eric E. Apperson | 150,000 | 225,000 | 375,000 | | Shelly R. Hampton | 125,000 | 250,000 | 375,000 |
2023 STIP PAYOUTS
(1) Restricted stock awards granted under the 2023 STIP plan in March 2024. Under the STIP, the bonus awards paid in restricted shares of common stock or LTIP units (reflected in "Equity Awards" in the table above) vest two-fifths on the grant date and three-fifths in equal amounts on the first three anniversaries of the grant date. The restricted shares of common stock and LTIP units were granted on March 11, 2024. In addition to the above amounts, Mr. Apperson also received a one-time equity bonus of $100,000 following the execution of our highest-ever third-party construction backlog.
LTIP UNITS
LTIP UNITS LTIP units are a special class of partnership interests in the Operating Partnership. Each LTIP unit awarded is deemed equivalent to an award of one share of stock under the Equity Incentive Plan, reducing the availability for other equity awards on a one-for-one basis. Initially, each LTIP unit has a capital account balance of zero and, therefore, the holder of the LTIP unit would receive nothing if the Operating Partnership were liquidated immediately after the LTIP unit is awarded. Under the terms of the Operating Partnership’s agreement of limited partnership, the Operating Partnership will revalue for tax purposes its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of holders of OP units. Subject to any agreed upon exceptions (including pursuant to the applicable LTIP unit award agreement), once vested and having achieved parity with holders of OP units, LTIP
LTIP UNITS
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LTIP UNITS
units are convertible into OP units on a one-for-one basis, which, in turn, may be tendered for cash equal to the then-current market value of one share of common stock or, at our election, one share of common stock.
2024 COMPENSATION PROGRAM
2024 COMPENSATION PROGRAM As part of the year-end 2023 compensation process, the Compensation Committee reviewed target compensation levels for each of the NEOs based on the following key considerations: (i) NEO compensation relative to the peer group; (ii) overall company performance; and (iii) individual performance and internal equity factors. Based on this review, the Compensation Committee, in consultation with Ferguson Partners, determined that it was appropriate to increase 2024 target compensation opportunities to more competitive levels for our NEOs, as a result of target total compensation continuing to be below the median of the Peer Group for all NEOs despite our Total Stock Return ("TSR") performance and total enterprise value being above the median.
2024 STIP
2024 STIP In February 2024, the Compensation Committee approved our 2024 STIP. The 2024 STIP is a formulaic program with awards based on pre-defined quantitative and qualitative performance metrics established by the Compensation Committee. Like the 2023 STIP, the 2024 STIP provides opportunities for our NEOs to earn both cash and restricted stock awards or LTIP units. For 2024, the Compensation Committee determined the weightings will continue to be based on 80% earnings and 20% on individual goals.
POTENTIAL CASH AWARDS
POTENTIAL CASH AWARDS Under the 2024 STIP, Messrs. Haddad, Tibbetts, Barnes-Smith, and Apperson and Ms. Hampton are eligible to receive the following cash bonus payout at threshold, target, and maximum performance:
POTENTIAL CASH AWARDS
| | Cash Portion of 2024 STIP | | | | Name | Threshold ($) | Target ($) | Maximum ($) | | Louis S. Haddad | 260,000 | 400,000 | 540,000 | | Shawn J. Tibbetts | 162,500 | 250,000 | 337,500 | | Matthew T. Barnes-Smith | 113,750 | 175,000 | 236,250 | | Eric E. Apperson | 100,750 | 155,000 | 209,250 | | Shelly R. Hampton | 84,500 | 130,000 | 175,500 |
POTENTIAL EQUITY AWARDS
POTENTIAL EQUITY AWARDS Under the 2024 STIP, Messrs. Haddad, Tibbetts, Barnes-Smith, and Apperson and Ms. Hampton are eligible to receive the following restricted stock or LTIP unit awards at threshold, target, and maximum performance:
POTENTIAL EQUITY AWARDS
| | Equity Portion of 2024 STIP | | | | Name | Threshold ($) | Target ($) | Maximum ($) | | Louis S. Haddad | 736,762 | 1,133,480 | 1,530,198 | | Shawn J. Tibbetts | 487,500 | 750,000 | 1,012,500 | | Matthew T. Barnes-Smith | 211,250 | 325,000 | 438,750 | | Eric E. Apperson | 152,750 | 235,000 | 317,250 | | Shelly R. Hampton | 169,000 | 260,000 | 351,000 |
POTENTIAL EQUITY AWARDS
Under the 2024 STIP, approximately 60-75% of the total incentive compensation eligible to be received by the NEOs is payable in the form of equity awards (restricted stock or LTIP units) under the Equity Incentive Plan. Any shares underlying each equity award, to the extent earned by the NEOs, are expected to vest two-fifths on the grant date and one-fifth on each of the first three anniversaries of the grant date.
PERFORMANCE MEASURES
PERFORMANCE MEASURES Incentive compensation payable to our NEOs under the 2024 STIP will be based on the achievement of the following measures (with targets set to align with the mid-point of our 2024 guidance).
PERFORMANCE MEASURES
| | | 2024 Quantitative Bonus Goals | | | | 2024 STIP Metrics | Weighting | Threshold ($) | Target ($) | Maximum ($) | | Corporate | | | | | | Normalized Funds from Operations (Normalized FFO) | 30% | 109,000,000 | 111,900,000 | 114,500,000 | | Normalized FFO/Share | 50% | 1.21 | 1.24 | 1.27 | | Individual Goals | 20% | Assessed by the Compensation Committee based on pre-established goals for each individual(1) | | |
PERFORMANCE MEASURES
(1) Chief Executive Officer individual goals are based on ensuring Company-wide goals are successfully executed, including corporate responsibility, sustainability, and human capital goals. For purposes of the STIP, we first calculate FFO, a supplemental non-GAAP financial measure, in accordance with the standards established by the National Association of Real Estate Investment Trusts (“Nareit”). However, because we believe that the computation of FFO in accordance with Nareit’s definition includes certain items that are not indicative of the results provided by our portfolio and affect the comparability of our year-over-year performance, we also use Normalized FFO for the STIP. Management believes that Normalized FFO is a more useful performance measure that excludes certain items, including but not limited to, debt extinguishment losses and prepayment penalties, impairment of intangible assets and liabilities, property acquisition, development, and other pursuit costs, mark-to-market adjustments for interest rate derivatives, severance-related costs, and other non-comparable items. The Compensation Committee retains the discretion to equitably adjust the quantitative metrics to account for one-time events such as capital raising.
•the annual total compensation of our median employee was $115,706; and
| Name | Year | Salary ($) | Equity Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation ($) | Total ($) | | Louis S. Haddad Chief Executive Officer and Director | 2023 | 1,058,000 | 966,750 | 400,000 | 116,900(3) | 2,541,650 | | | 2022 | 1,058,200 | 981,770 | 540,000 | 99,460 | 2,679,430 | | | 2021 | 1,027,969 | 452,588 | 540,000 | 82,400 | 2,102,957 | | Shawn J. Tibbetts President and Chief Operations Officer | 2023 | 498,068 | 540,852 | 225,000 | 65,858(4) | 1,329,778 | | | 2022 | 448,546 | 343,281 | 303,750 | 54,457 | 1,150,034 | | | 2021 | 401,967 | 194,770 | 270,000 | 41,742 | 908,479 | | Matthew T. Barnes-Smith(5) Chief Financial Officer, Treasurer and Corporate Secretary | 2023 | 348,078 | 135,216 | 125,000 | 39,453(6) | 647,747 | | | 2022 | 281,755 | 82,399 | 135,000 | 33,940 | 533,094 | | Eric E. Apperson President of Construction | 2023 | 411,545 | 270,432 | 150,000 | 60,669(7) | 892,646 | | | 2022 | 399,476 | 205,974 | 202,500 | 51,876 | 859,826 | | | 2021 | 378,466 | 94,952 | 202,500 | 49,324 | 725,242 | | Shelly R. Hampton President of Asset Management | 2023 | 374,042 | 338,027 | 125,000 | 62,269(8) | 899,338 | | | 2022 | 349,415 | 274,628 | 135,000 | 49,725 | 808,768 | | | 2021 | 328,002 | 126,602 | 135,000 | 41,444 | 631,048 |
•There is no earned, accrued but unpaid bonus for the prior year; and
| | PEO | | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(3) ($) | Value of Initial Fixed $100 Investment Based on | | | Company Selected Performance Measure | | Year | Summary Compensation Table Total ($) | Compensation Actually Paid(1) ($) | | | Total Shareholder Return(4)(5) ($) | Peer Group Total Shareholder Return(4)(6) ($) | Net Income ($) (MM) | Normalized FFO(7) ($) (MM) | | 2023 | 2,541,650 | 2,584,855 | 942,377 | 944,055 | 84 | 114 | 7.7 | 110.5 | | 2022 | 2,679,430 | 2,396,589 | 893,722 | 797,423 | 73 | 100 | 100.0 | 107.2 | | 2021 | 2,102,957 | 2,306,297 | 794,553 | 859,230 | 91 | 132 | 25.5 | 87.6 | | 2020(8) | 1,991,076 | 1,588,654 | 759,558 | 639,489 | 64 | 92 | 37.0 | 86.2 |
•There is no earned, accrued but unpaid bonus for the prior year; and
| | Reconciliation of Summary Compensation Total vs Compensation Actually Paid (PEO) ($) | | | | | | | | Year | Total Compensation as reported in the Summary Compensation Table (SCT) | Minus: SCT Equity Awards | Add: Fair value at end of fiscal year of equity compensation granted within applicable year(9) | Add: Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during applicable fiscal year | Add: Change in fair value from end of prior fiscal year to the end of the applicable fiscal year for awards made in any prior fiscal year that were unvested at the end of applicable fiscal year | Minus: Fair value of forfeitures during the fiscal year as of the forfeiture date(9) | Equals: Compensation Actually Paid to PEO | | 2023 | 2,541,650 | (966,750) | 1,859,471 | 28,727 | — | (878,243) | 2,584,855 | | 2022 | 2,679,430 | (981,770) | 759,782 | (7,575) | (53,278) | — | 2,396,589 | | 2021 | 2,102,957 | (452,588) | 544,967 | 50,493 | 60,468 | — | 2,306,297 | | 2020 | 1,991,076 | (784,572) | 508,838 | (29,920) | (96,768) | — | 1,588,654 |
•There is no earned, accrued but unpaid bonus for the prior year; and
| | Reconciliation of Average Summary Compensation Table Total vs Average Compensation Actually Paid (other NEOs) ($) | | | | | | | | Year | Average Compensation as reported in the Summary Compensation Table (SCT) | Minus: SCT Equity Awards | Add: Fair value at end of fiscal year of equity compensation granted within applicable year(9) | Add: Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during applicable fiscal year | Add: Change in fair value from end of prior fiscal year to the end of the applicable fiscal year for awards made in any prior fiscal year that were unvested at the end of applicable fiscal year | Minus: Fair value of forfeitures during the fiscal year as of the forfeiture date(9) | Equals: Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | 942,377 | (321,132) | 335,932 | 6,784 | 6,256 | (26,162) | 944,055 | | 2022 | 893,722 | (298,502) | 231,489 | (1,950) | (27,336) | — | 797,423 | | 2021 | 794,553 | (151,557) | 182,492 | 15,119 | 18,623 | — | 859,230 | | 2020 | 759,558 | (241,647) | 156,721 | (7,092) | (28,051) | — | 639,489 |
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE The following graphs illustrate the relationship during 2021-2023 of the Compensation Actually Paid to our CEO and the Average Compensation Actually Paid to our other NEOs (each as set forth in the table above), to (i) our cumulative TSR and the cumulative TSR of the constituent companies in the MSCI US REIT Index, (ii) our GAAP net income, and (iii) our Normalized FFO (in each case as set forth in the table above):
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
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ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
Refer to Appendix A for the reconciliation of Normalized FFO to Net Income.
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
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