DEF 14A of AH Realty Trust, Inc.
Filed Apr 25, 2025 · FY20240001569187-25-000059
BOARD SKILLS
| Independent Directors | Fees Earned or Paid in Cash ($) | Equity Awards ($) | All Other Compensation ($) | Total ($) | | George F. Allen | 65,000 | 48,266 | 3,900 | 117,166 | | James A. Carroll | 67,500(1) | 48,266 | 3,900 | 119,666 | | James C. Cherry | 65,000 | 48,266 | 3,900 | 117,166 | | Dennis H. Gartman | 55,000(2) | 55,000(3) | 3,900 | 113,900 | | Eva S. Hardy | 70,000(4) | 48,266 | 3,900 | 122,166 | | John W. Snow | 27,500(5) | — | 1,858 | 29,358 | | F. Blair Wimbush | 39,973(6) | 48,266 | 2,473 | 90,712 | | Jennifer R. Boykin(7) | — | — | — | — |
BOARD SKILLS
(1) Includes $16,875 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 under “Director Compensation” below. (2) Includes $27,500 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 under “Director Compensation” below. (3) 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 Time-Based LTIP units, as Time-Based 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 2024 annual stock award. (4) Includes $8,750 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 under “Director Compensation” below. (5) Mr. Snow did not stand for re-election to the Board at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) and, therefore, (i) did not receive an annual equity grant in 2024 and (2) only received cash retainers until his retirement from the Board in connection with the 2024 Annual Meeting 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 under “Director Compensation” below. (6) Includes $39,973 of annual cash retainers, which the director elected to receive in fully vested shares of common stock under the Equity Incentive Plan in lieu of cash payments, in accordance with the director compensation policy described under “Director Compensation” below. (7) Ms. Boykin was appointed to the Board on March 1, 2025 and, therefore, did not receive any compensation during 2024.
BOARD SKILLS
| Non-Independent Directors | Fees Earned or Paid in Cash ($) | Equity Awards ($) | All Other Compensation ($) | Total ($) | | Daniel A. Hoffler | 213,757 | 48,266 | 48,346 | 310,369 | | A. Russell Kirk | 55,000 | 48,266 | 3,900 | 107,166 |
Sustainability
| Proposal | Agenda Item | Board Vote Recommendation | Page Reference | | 1 | Election of Directors | FOR | 13 | | 2 | Amendment No. 2 to the Equity Incentive Plan | FOR | 20 | | 3 | Ratification of Ernst & Young LLP | FOR | 30 | | 4 | Advisory Vote on Executive Compensation | FOR | 79 | | 5 | Advisory Vote on Frequency of Holding an Advisory Vote on Executive Compensation | ONE YEAR | 80 |
Proposal 1: Election of Directors
Proposal 1: Election of Directors Our Board is currently comprised of 11 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 2026 annual meeting of stockholders and until their successors are duly elected and qualify. Neither Mr. A. Russell Kirk nor Ms. Eva S. Hardy are standing for re-election as a director at the Annual Meeting. In connection with the appointment of Ms. Jennifer R. Boykin to the Board effective March 1, 2025, the Board approved an automatic reduction of the size of the Board to nine directors upon Mr. Kirk's and Ms. Hardy'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. Boykin 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 2026 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 | 73 | Independent Director | 2013 | | Jennifer R. Boykin | 60 | Independent Director | 2025 | | James A. Carroll | 57 | Independent Director | 2013 | | James C. Cherry | 74 | Independent Director | 2013 | | Dennis H. Gartman | 74 | Independent Director | 2022 | | Louis S. Haddad | 67 | Executive Chairman of the Board of Directors(2) | 2013 | | Daniel A. Hoffler | 76 | Chairman Emeritus of the Board of Directors and Director | 2013 | | Shawn J. Tibbetts | 44 | Chief Executive Officer, President, and Director | 2025 | | F. Blair Wimbush | 69 | Independent Director | 2024 |
Proposal 1: Election of Directors
(1) Age as of April 25, 2025. (2) The Executive Chairman of our Board ("Executive Chairman") has a variety of responsibilities, presiding over meetings of the Board of Directors, presiding over all executive sessions of non-management directors, consulting with the Chief Executive Officer and President on agendas for meetings of the Board of Directors, and acting as a liaison between management and the non-management directors.
Proposal 1: Election of Directors
| Armada Hoffler Properties, Inc. | 13 | Proxy Statement 2025 |
Proposal 1: Election of 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
| George F. Allen | Independent Director | Age: 73 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
| Jennifer R. Boykin | Independent Director | Age: 60 Director since: 2025 |
Proposal 1: Election of Directors
| | Jennifer Boykin has served as Executive Vice President of Huntington Ingalls Industries, Inc. ("HII"), a defense provider focused on ship-building and technology, since January 2025. Before that, she served as President of HII's Newport News Shipbuilding division, HII's largest business division, from July 2017 to December 2024. She is a transformational leader with over decades of proven accomplishments in the nuclear shipbuilding industry. Over the course of her career Mrs. Boykin served in many roles with HII, including Vice President of Engineering and Design, Vice President of Quality and Process Excellence, Director of Facilities and Waterfront Support, and Program Manager for the Nuclear Engineering division. She has driven improved business performance through leadership development and continuous improvement. A recognized leader in STEM education for all communities and workforce development, Mrs. Boykin has served on the Virginia Business Council, the Commonwealth of Virginia’s Growth and Opportunity Board, and the Women’s Initiative Network Board with Old Dominion University. Mrs. Boykin holds a B.S. in marine engineering from the U.S. Merchant Marine Academy at Kings Point, NY where she was appointed by the President of the United States to serve on the Board of Visitors in 2019, and an M.S. in engineering management from The George Washington University School of Engineering. Mrs. Boykin is the 2021 Kings Pointer of the Year and the 2023 Jack Flannigan Award recipient from the Marine Machinery Association, an organization representing suppliers of the shipbuilding industry. Based on her extensive leadership experience, we have determined that Mrs. Boykin should serve as a director. |
Proposal 1: Election of Directors
| Armada Hoffler Properties, Inc. | 14 | Proxy Statement 2025 |
Proposal 1: Election of Directors
| James A. Carroll | Independent Director | Age: 57 Director since: 2013 |
Proposal 1: Election of Directors
| | James A. Carroll is the President and Chief Executive Officer of Crestline Hotels & Resorts, LLC, a leading hospitality management company that manages 117 hotel properties throughout 28 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 has extensive leadership experience spanning finance, information technology and cybersecurity, operations, and more. 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 as Chairman of the Board for the non-profit organization, ServiceSource, Inc., and 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
| James C. Cherry | Independent Director | Age: 74 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
| Armada Hoffler Properties, Inc. | 15 | Proxy Statement 2025 |
Proposal 1: Election of Directors
| Dennis H. Gartman | Independent Director | Age: 74 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
| Louis S. Haddad | Executive Chairman of the Board of Directors | Age: 67 Director since: 2013 |
Proposal 1: Election of Directors
| | Mr. Haddad has served as the Executive Chairman of our Board of Directors since June 2024 and has served as a director since the formation of the Company. Mr. Haddad served as Armada Hoffler's Chief Executive Officer from the formation of the Company to December 2024 and served as the Vice Chairman of our Board of Directors from June 2019 until June 2024. 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
| Armada Hoffler Properties, Inc. | 16 | Proxy Statement 2025 |
Proposal 1: Election of Directors
| Eva S. Hardy | Lead Independent Director | Age: 80 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 determined that Ms. Hardy should serve as a director. |
Proposal 1: Election of Directors
| Daniel A. Hoffler | Chairman Emeritus of the Board of Directors | Age: 76 Director since: 2013 |
Proposal 1: Election of Directors
| | Mr. Hoffler has served as the Chairman Emeritus of our Board of Directors since June 2024 and served as the Executive Chairman of our Board of Directors from our initial public offering until June 2024. 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
| Armada Hoffler Properties, Inc. | 17 | Proxy Statement 2025 |
Proposal 1: Election of Directors
| A. Russell Kirk | Director | Age: 77 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 determined that Mr. Kirk should serve as a director. |
Proposal 1: Election of Directors
| Shawn J. Tibbetts | Chief Executive Officer, President, and Director | Age: 44 Director since: 2025 | | | Mr. Tibbetts has served as our President since February 2024 and our Chief Executive Officer since January 2025. Mr. Tibbetts served as our Chief Operating Officer from August 2019 to January 2025. 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. Based on his knowledge of our company, its business, and properties, and his extensive corporate leadership, we have determined that Mr. Tibbetts should serve as a director. | |
Proposal 1: Election of Directors
| Armada Hoffler Properties, Inc. | 18 | Proxy Statement 2025 |
Proposal 1: Election of Directors
| F. Blair Wimbush | Independent Director | Age: 69 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 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. | 19 | Proxy Statement 2025 |
Proposal 1: Election of Directors
| | Proposal 2: Approval of Amendment No. 2 to the Amended and Restated 2013 Equity Incentive Plan |
Proposal 1: Election of Directors
Background of the Equity Incentive Plan On April 23, 2025, the Board adopted, subject to stockholder approval, Amendment No. 2 to the Equity Incentive Plan to (i) increase the number of shares of our common stock reserved for issuance thereunder by 3,500,000 shares and (ii) adopt a new ten-year term for the Equity Incentive Plan. Before the Company's initial public offering, the Board adopted, and the Company’s stockholders approved, the Armada Hoffler Properties, Inc. 2013 Equity Incentive Plan for the purpose of recruiting and retaining directors, employees and other service providers with ability and initiative by enabling such persons to participate in the future success of the Company and its affiliates and to align their interests with those of the Company and its stockholders. The Equity Incentive Plan was approved by the stockholders at the 2017 annual meeting of stockholders held on June 14, 2017, and Amendment No. 1 to the Equity Incentive Plan was approved by the stockholders at the 2023 annual meeting of stockholders held on June 14, 2023, which amendment (i) increased the number of shares of our common stock reserved for issuance thereunder by 1,700,000 shares, (ii) adopted a new ten-year term for the Equity Incentive Plan and (iii) provided that the shares available for future issuance are reduced by the gross number of shares subject to a stock appreciation right (as opposed to the net number of shares issued). The Equity Incentive Plan currently provides that the maximum aggregate number of shares that may be issued under the Equity Incentive Plan is 3,400,000 and the Equity Incentive Plan expires on June 13, 2033. As of the date of this Proxy Statement, 193,506 shares remain available for issuance under the Equity Incentive Plan. The proposed amendment increases the number of shares that may be issued under the Equity Incentive Plan from 3,400,000 to 6,900,000, and extends the term of the Equity Incentive Plan to June 17, 2035, the day before the 10th anniversary of the Annual Meeting. If stockholders do not approve Amendment No.2 to the Equity Incentive Plan, the unamended Plan will remain in effect. We are seeking stockholder approval of Amendment No.2 to the Equity Incentive Plan to satisfy NYSE listing rules relating to stockholder approval of equity compensation plans, and the stockholder approval requirements relating to incentive stock options. Amendment Amendment No. 2 to the Equity Incentive Plan amends Sections 5.02(a) and Article XVII of the Equity Incentive Plan as set forth below, with deletions noted in strike-through and additions noted in underline:
ARTICLE XVII DURATION OF PLAN
–no liberal share recycling; –no transferability of awards; –no evergreen provision; –no automatic grants; –no tax gross-ups; –no liberal change-in-control definition. •Stockholder-Friendly Grant Practices: Our equity award program includes stockholder-friendly grant practices, which were further enhanced as part of our executive compensation program redesign, as described in more detail in “Executive Compensation – Compensation Discussion and Analysis – 2025 Compensation Program” below: –all full-value equity awards for our executive officers vest over a period of at least three years; –prior to 2025, all equity grants for our executive officers were based on the achievement of pre-established performance criteria, with long-term vesting; –beginning in 2025, a meaningful portion of grants for our executive officers will be allocated to performance-contingent equity awards that only vest to the extent that rigorous long-term performance metrics are achieved over a performance period of at least three years. Description of the Equity Incentive Plan The complete text of Amendment No. 2 to the Equity Incentive Plan and the Equity Incentive Plan, including Amendment No. 1 to the Equity Incentive Plan, are set forth as Appendix A and Appendix B hereto, respectively. The following is a summary of the material features of the Equity Incentive Plan (as amended) and is qualified in its entirety by reference to Appendix A and Appendix B. Administration Of The Equity Incentive Plan The Equity Incentive Plan is administered by the Compensation Committee. The Compensation Committee determines eligibility for and designates participants of the Equity Incentive Plan, determines the type and amount of awards to be granted, determines the timing, terms, and conditions of any award, and makes other determinations and interpretations as provided in the Equity Incentive Plan. During any period of time in which we do not have a Compensation Committee, the Equity Incentive Plan will be administered by our Board. The Compensation Committee, in its discretion, may delegate to the Chief Executive Officer all or part of its authority and duties with respect to grants and awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. References below to the Compensation Committee include a reference to our Board of Directors or another committee appointed by our Board of Directors for those periods in which our Board of Directors or such other committee is acting. Eligible Participants All of our employees and the employees of our affiliates, including the Operating Partnership, and members of our Board of Directors, are eligible to receive awards under the Equity Incentive Plan. In addition, any other individual who provides significant services to us or an affiliate (including to our Operating Partnership) may receive awards under the Equity Incentive Plan, and the Compensation Committee may grant awards to an individual as an inducement to such individual becoming a service provider prior to the date that the individual performs services for us or our affiliates, provided that such awards may not become vested or exercisable prior to the date the individual performs services for us or an affiliate. As of April 21, 2025, we had 117 employees, 10 non-employee directors and one consultant who are eligible to receive awards under the Equity Incentive Plan. All future benefits that will be received under the Equity Incentive Plan by particular individuals or groups are not determinable at this time. The table below states the benefits for certain individuals determinable at this time.
ARTICLE XVII DURATION OF PLAN
| New Plan Benefits | | | | | Amended and Restated 2013 Equity Incentive Plan | | | Name and Position | Dollar Value ($)(1) | Number of Units | | Shawn J. Tibbetts Chief Executive Officer and President | — | — | | Louis S. Haddad(2) Former Chief Executive Officer | — | — | | Matthew T. Barnes-Smith Chief Financial Officer, Treasurer and Corporate Secretary | — | — | | Eric E. Apperson President of Construction | — | — | | Executive Group (4 people )(3) | — | — | | Non-Executive Director Group (10 members)(4) | 440,000 | 65,089 | | Non-Executive Officer Employee Group | — | — |
ARTICLE XVII DURATION OF PLAN
of Directors), may not exceed $500,000 in total value (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes). The Compensation Committee may make exceptions to this limit for a non-executive chair of the Board of Directors or, in extraordinary circumstances, for other individual directors, as it may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation. Share Usage Shares of our common stock that are subject to awards are counted against the Equity Incentive Plan share limit as one share for every one share issued pursuant to the award. LTIP units issued under the Equity Incentive Plan will reduce the maximum aggregate number of shares of our common stock that may be issued under the Equity Incentive Plan on a one-for-one basis, meaning each such LTIP unit will be treated as an award of common stock (regardless of whether the vesting of such LTIP unit is based on the passage of time or the achievement of certain performance targets). If any shares of our common stock are subject to awards are not purchased or forfeited or expire or otherwise terminate, the number of shares of our common stock counted against the aggregate number of shares of our common stock available under the Equity Incentive Plan with respect to such award will, to the extent of any such forfeiture, termination or expiration, again be available for future awards or grants under the Equity Incentive Plan in the same amount as such shares of our common stock were counted against the individual grant limit. The number of shares available for issuance under the Equity Incentive Plan will not be increased by (i) any shares of our common stock tendered or withheld or awards surrendered in connection with the purchase of shares of our common stock upon exercise of an option, (ii) any shares of our common stock deducted or delivered from an award payment in connection with the Company’s tax withholding obligations or (iii) any shares of our common stock purchased by the Company with proceeds from option exercises. Additionally, if stock appreciation rights are settled in shares, the aggregate number of shares of our common stock that may be issued under the Equity Incentive Plan will be reduced by the gross number of shares subject to the stock appreciation right (or the portion thereof that is exercised), not the net number of shares issued. If, in connection with an acquisition of another entity, the Compensation Committee grants awards in substitution for awards held by individuals at the acquired entity, shares issuable pursuant to such substitute awards will not count against the maximum number of shares of our common stock that may be issued under the Equity Incentive Plan. Stock Options The Equity Incentive Plan authorizes the Compensation Committee to grant incentive stock options (“ISOs”) and options that do not qualify as incentive stock options or nonqualified stock options (“NQSOs”). The exercise price of each option will be determined by the Compensation Committee, provided that the exercise price cannot be less than 100% of the fair market value of shares of our common stock on the date of grant. If we were to grant ISOs to any 10% stockholder, the exercise price may not be less than 110% of the fair market value of shares of our common stock on the date of grant. The term of an option cannot exceed ten years from the date of grant. If we were to grant ISOs to any 10% stockholder, the term of an ISO cannot exceed five years from the date of grant. The Compensation Committee determines at what time or times each option may be exercised and the period of time that each option may be exercised. Subject to rules established by the Compensation Committee and unless otherwise provided in an award agreement, payment of the exercise price for an option may be made (i) in cash or cash equivalents, (ii) by the surrender of shares of our common stock (or attestation of ownership of such shares) with an aggregate fair market value, on the date on which the option is exercised, of the exercise price, (iii) by payment through a broker in accordance with procedures set forth by us or (iv) any other form approved by the Compensation Committee, including net exercise. Currently, the maximum aggregate number of shares that may be issued under the Equity Incentive Plan pursuant to ISOs is 3,400,000 shares. If stockholders approve Amendment No.2 to the Equity Incentive Plan, the maximum aggregate number of shares that may be issued under the Equity Incentive Plan pursuant to ISOs will be increased by 3,500,000 shares to a total of 6,900,000. Stock Appreciation Rights The Equity Incentive Plan authorizes the Compensation Committee to grant stock appreciation rights that provide the recipient with the right to receive, upon exercise of the stock appreciation right, cash, common stock or a combination of the two. Stock appreciation rights may be granted in tandem with an option grant or independently from an option grant. The amount that the recipient will receive upon exercise of the stock appreciation right generally will equal the excess of the fair market value of shares of the common stock on the date of exercise over the per share price of the stock appreciation right as determined by the Compensation Committee on the date of grant. Stock appreciation rights will become exercisable in accordance with terms determined by the Compensation Committee; provided, however that a stock appreciation right issued in tandem with an incentive stock option may be exercised only to the extent that the related option is exercisable and only when the fair market value of shares of our common stock on the date of exercise exceeds the option price of the related option. The term of a stock appreciation right cannot exceed ten years from the date of grant, and the term of a stock appreciation issued in tandem with an option to any 10% stockholder cannot exceed five years.
ARTICLE XVII DURATION OF PLAN
Stock Awards The Equity Incentive Plan also provides for the grant of stock awards, including restricted stock. A stock award is an award of shares of common stock that may be subject to restrictions on transferability and other restrictions as the Compensation Committee determines in its sole discretion on the date of grant. The restrictions, if any, may lapse over a specified period of time or through the satisfaction of conditions, in installments or otherwise, as the Compensation Committee may determine. A participant who receives restricted stock will have all of the rights of a stockholder as to those shares, including, without limitation, the right to vote and the right to receive dividends on the shares, provided that, to the extent the dividends are provided with respect to an award that vests or is earned based upon achievement of performance goals, any dividends will not be paid currently, but instead will be paid only to the extent the award vests. During the period, if any, when stock awards are non-transferable or forfeitable, a participant is prohibited from selling, transferring, assigning, pledging, exchanging, hypothecating or otherwise encumbering or disposing of his or her award shares. Performance Awards The Equity Incentive Plan also authorizes the Compensation Committee to grant performance unit awards. Performance unit awards represent the participant’s right to receive an award stated with reference to a specified number of shares of our common stock or other securities or property that entitles the holder to receive a payment for each specified unit equal to the value of the performance unit on the date of payment. The Compensation Committee will determine the applicable performance period, the performance goals and such other conditions that apply to the performance unit awards. If the performance goals are met, performance unit awards will be paid in cash, shares of our common stock, other securities or property or a combination thereof. No fractional shares may be paid when a performance unit award is made, and the recipient will receive a cash payment in lieu thereof. Dividend Equivalents The Compensation Committee may grant dividend equivalents in connection with the grant of any performance units or other equity-based awards (as defined in the Equity Incentive Plan). Dividend equivalents may be paid in cash or may be deemed reinvested in additional shares of stock and may be payable in cash, common stock or a combination of the two. To the extent the dividend equivalents are provided with respect to an award that vests or is earned based upon achievement of performance goals, any dividend equivalents will not be paid currently, but instead will be paid only to the extent the award vests. The Compensation Committee will determine the terms of any dividend equivalents. Incentive Awards The Compensation Committee may grant incentive awards, which entitles the recipient to receive a cash payment from the Company or an affiliate relating to the achievement of performance objectives as prescribed by the Compensation Committee. The amount will be determined by the Compensation Committee and paid in a single lump sum payment in cash, shares of common stock or combination of both. Other Equity-Based Award The Compensation Committee may grant other types of equity-based awards under the Equity Incentive Plan, including LTIP units. Other equity-based awards are payable in cash, common stock or other equity, or a combination thereof, and may be restricted or unrestricted, as determined by the Compensation Committee. The terms and conditions that apply to other equity-based awards are determined by the Compensation Committee. LTIP units are a special class of limited partnership interest in the Operating Partnership. We will not receive a tax deduction with respect to the grant, vesting or conversion of any LTIP unit. The vesting period for any LTIP units, if any, will be determined at the time of issuance. Each LTIP unit, whether vested or not, will receive the same quarterly per unit profit distribution as the other outstanding limited partnership interests in the Operating Partnership, which profit distribution will generally equal the per share distribution on a share of our common stock. Initially, each LTIP unit will have a capital account of zero and, therefore, the holder of the LTIP unit would receive nothing if our Operating Partnership were liquidated immediately after the LTIP unit is awarded. However, the limited partnership agreement of our Operating Property requires that “book gain” or economic appreciation in the assets realized by our Operating Partnership, whether as a result of an actual asset sale or upon the revaluation of the assets, as permitted by applicable regulations promulgated by the U.S. Treasury Department (“Treasury Regulations”), be allocated first to LTIP units until the capital account per LTIP unit is equal to the capital account per unit of our Operating Partnership. The applicable Treasury Regulations provide that assets of our Operating Partnership may be revalued upon specified events, including upon additional capital contributions by us or other partners of our Operating Partnership or a later issuance of additional LTIP units. Tax Withholding We may deduct or withhold, or require a participant to remit, an amount sufficient to satisfy federal, state, or local taxes required by law or regulation to be withheld with respect to any taxable event arising as a result of the Equity Incentive Plan. We may allow participants
ARTICLE XVII DURATION OF PLAN
to satisfy up to the maximum withholding requirements (or such lesser amount as is necessary to avoid adverse accounting treatment), in whole or in part, by having us withhold, or by tendering to us, fully vested shares of common stock having a fair market value equal to the minimum withholding obligation. Return Of Awards; Repayment Any awards granted pursuant to the Equity Incentive Plan will be subject to repayment to us to the extent provided under the terms of any “clawback” or repayment policy that we adopt and that is in effect on the date that the payment was made, on the date the award was granted or, as applicable, the date the option or stock appreciation right was exercised or the date the stock award, performance award or other equity-based award is vested or earned. Adjustments For Changes In Common Stock The Compensation Committee will make appropriate adjustments in outstanding awards and the number of shares available for issuance under the Equity Incentive Plan in connection with nonreciprocal transactions such as a share dividend, extra-ordinary cash dividend, share split-up, subdivision, consolidation of shares or similar events, or in connection with mergers, reorganizations and similar events that affect the number, value or kind of shares subject to outstanding awards. Prohibition On Repricing Options And Stock Appreciation Rights Other than pursuant to anti-dilution adjustments described above, the exercise price of outstanding stock options and stock appreciation rights may not be reduced by amendment, cancellation and new grant or otherwise without the approval of stockholders. Additionally, no payment shall be made in cancellation of an outstanding stock option or stock appreciation right if, on the date of cancellation, the exercise price per share exceeds the fair market value of a share of common stock. Change In Control If we experience a change in control in which outstanding awards will not be assumed or continued by the surviving entity, the Compensation Committee may cause outstanding options and stock appreciation rights to become fully exercisable, outstanding stock awards to become transferrable and nonforfeitable, and outstanding performance units, incentive awards and other equity-based awards to become earned and nonforfeitable in their entirety. The Compensation Committee may, in its discretion, either (1) provide that outstanding awards will be assumed or substituted by the surviving entity or (2) cancel outstanding awards in exchange for payment in cash, common stock or other securities or consideration received by stockholders in the change of control transaction. The amount of the payment will be (a) the amount by which the price per share received by stockholders in the change of control transaction exceeds the option price or initial value in the case of an option and stock appreciation right, or (b) the price per share received by stockholders for each share of common stock subject to a stock award, performance unit or other equity-based award, (c) the value of the other securities or property in which the performance unit or other equity-based award is denominated or (d) the amount payable under an incentive award on account of meeting all of the performance objectives. In summary, a change in control under the Equity Incentive Plan occurs if: •a person, entity or affiliated group (with certain exceptions) acquires, directly or indirectly, in a transaction or series of transactions, 50% or more of the total combined voting power or our common stock; •during any period of two consecutive years, individuals who at the beginning of such period constitute our Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a change in control transaction or a director whose initial assumption of office is in connection with an actual or threatened election contest) whose election by the board or nomination for election by our stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of our Board of Directors; •the consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation unless the voting securities of the Company continue to represent more than 50% of the combined voting power and common stock of the Company or such surviving entity immediately after such merger or consolidation; or •we sell or dispose of all or substantially all of our assets. Transferability Of Awards Except as otherwise permitted in an award agreement or by the Compensation Committee, awards under the Equity Incentive Plan are not transferable other than by a participant’s will or the laws of descent and distribution.
Equity Compensation Plan Information
Equity Compensation Plan Information The following table gives information about shares of our common stock that may be issued under the Equity Incentive Plan as of December 31, 2024.
Equity Compensation Plan Information
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Equity Compensation Plan Information
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) | | Equity compensation plans approved by stockholders(1) | 165,497(2) | —(3) | 975,518 | | Equity compensation plans not approved by stockholders | — | — | — | | Total | 165,497 | — | 975,518 |
Equity Compensation Plan Information
(1) The initial Equity Incentive Plan was approved by our stockholders prior to the completion of our initial public offering. On June 14, 2017, the Company’s stockholders approved an amendment to the Equity Incentive Plan to, among other things, increase the numbers of shares of our common stock reserved for issuance by 1,000,000 shares. On June 14, 2023, the Company’s stockholders approved an amendment to the Equity Incentive Plan, which increased the number of shares of the Company’s common stock reserved for issuance by 1,700,000 shares. (2) Represents 165,497 shares of common stock that may be issued upon vesting of outstanding RSUs, assuming maximum vesting is achieved. (3) Does not account for the shares of common stock subject to outstanding RSUs because there is no exercise price for such shares. Vote Required and Recommendation The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required to approve Amendment No.2 to the Equity Incentive Plan. For purposes of the vote on the approval of Amendment No. 2 to the Equity Incentive Plan, 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" THE APPROVAL OF AMENDMENT NO. 2 TO THE EQUITY INCENTIVE PLAN.
Equity Compensation Plan Information
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Equity Compensation Plan Information
| | Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm |
Equity Compensation Plan Information
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, 2025. 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 the fiscal year ending December 31, 2025. 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, 2025. Relationship with Independent Registered Public Accounting Firm Our consolidated financial statements for the years ended December 31, 2024 and 2023 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, 2024 and 2023:
Equity Compensation Plan Information
| | Year Ended December 31, 2024 ($) | Year Ended December 31, 2023 ($) | | Audit Fees(1) | 1,109,868 | 1,091,067 | | Tax Fees(2) | 474,550 | 324,428 | | All Other Fees(3) | — | 32,200 | | Total | 1,584,418 | 1,447,695 |
Equity Compensation Plan Information
(1) Audit fees for 2024 and 2023 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 and prospectus supplements 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
Equity Compensation Plan Information
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Equity Compensation Plan Information
service to the Company. Pursuant to the Audit Committee Pre-Approval Policy, which the Audit Committee reviews and reassesses 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, 2024.
Equity Compensation Plan Information
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Equity Compensation Plan Information
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:
Equity Compensation Plan Information
| | | | | | 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 | | | | | | | four 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 |
Equity Compensation Plan Information
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.
Equity Compensation Plan Information
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Equity Compensation Plan Information
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, 2025. Compliance must be achieved within five years from the date on which the individual becomes subject to the Guidelines. Other than Messrs. Tibbetts, Barnes-Smith, Gartman, and Wimbush and Ms. Boykin, each of our directors and officers are currently required to be in compliance with the Guidelines to the extent there has been no increase in their ownership requirements as a result of an amendment to the Guidelines, a promotion or an increase to their base salary (or, in the case of non-employee directors, an increase in the annual retainer, or annual equity award payable to such non-employee director). Such an increase would cause a participant to become subject to a greater ownership requirement. In the event greater ownership is required as a result of the foregoing circumstances, a participant must meet such increased ownership requirement within three years from the occurrence of such event.
Equity Compensation Plan Information
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Equity Compensation Plan Information
| Position | Minimum Ownership Requirement | Minimum Required Ownership of Qualifying Securities (as of April 1, 2025) ($) | Value of Qualifying Securities owned as of April 1, 2025(1) ($) | | Chief Executive Officer and President | 5x annual base salary | | | | Shawn J. Tibbetts | | 3,400,000 | 3,431,449 | | Chief Financial Officer | 3x annual base salary | | | | Matthew T. Barnes-Smith(2) | | 1,275,000 | 1,245,523 | | President of Construction | 3x annual base salary | | | | Eric E. Apperson | | 1,312,500 | 3,534,179 | | 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 | 402,059 | | Jennifer R. Boykin(3) | | 330,000 | 17,381 | | James A. Carroll | | 330,000 | 507,694 | | James C. Cherry | | 330,000 | 633,933 | | Dennis H. Gartman | | 330,000 | 354,991 | | Eva S. Hardy(4) | | 330,000 | 300,997 | | F. Blair Wimbush(5) | | 330,000 | 267,177 |
Equity Compensation Plan Information
(1) Represents the number of Qualifying Securities owned as of April 1, 2025 multiplied by $10.23. 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. (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. (3) Ms. Boykin became subject to the Guidelines upon joining the Board of Directors on March 1, 2025 and, therefore, must be in compliance by March 1, 2030. (4) Ms. Hardy is not considered to be non-compliant as of April 1, 2025 due to increases in non-employee director compensation on January 1, 2023. Ms. Hardy is not standing for reelection at the annual meeting. (5) 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. Haddad, Hoffler and Kirk owned 2,417,628, 5,680,701 and 1,580,362 Qualifying Securities, respectively, as of April 1, 2025. Messrs. Haddad and Hoffler’s Qualifying Securities include 272,932 and 126,290 OP units (as defined below), respectively, held by trusts, for which Messrs. Haddad and Hoffler serve as a trustee and for which Messrs. Haddad and Hoffler disclaim beneficial ownership. Our named executive officers and directors (including their trusts) collectively owned 10.2% of our company as of April 1, 2025, which includes ownership of shares of common stock and units of limited partnership interest ("OP units"), Time-Based LTIP units and Performance LTIP Units in 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, Time-Based 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 Performance 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. Neither stock options nor performance-vesting (i) restricted shares of common stock (ii) Performance LTIP units or (iii) 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.
Equity Compensation Plan Information
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Equity Compensation Plan Information
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 third trading day after the announcement of our earnings for the quarter, 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 NYSE 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 became 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, 2024, 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. •Our Audit Committee and our Board regularly receive updates (including, in the case of our Audit Committee, quarterly updates)from the Chief Financial Officer and other members of management regarding the status of cybersecurity initiatives and the effectiveness of our internal control system related to information security. In connection with such updates, our Board and Audit Committee discuss our approach to cybersecurity risk management with management. Additionally, the Audit Committee periodically receives presentations from third-party cybersecurity experts to remain informed of developments in cyber risk and mitigation. Our Board and Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding such incident until it has been addressed. •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.
Equity Compensation Plan Information
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Equity Compensation Plan Information
•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. Management is supported by third-party monitoring, next-generation hardware, and automated logging analysis. We utilize third parties for penetration testing and log evaluation, which provides 24/7 network monitoring to assist in rapid identification and mitigation of any suspicious network access. •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 are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. •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, 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. Additionally, we require all vendors with whom we have a direct contract or agreement, with limited exceptions, to comply with the Vendor Code of Business Conduct. Vendors are required to maintain the confidentiality of information entrusted to them by us. Additionally, the Vendor Code of Business Conduct provides instructions for vendors to report violations confidentially. •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. Consistent with the Company’s overarching succession plan, which was previously disclosed, the following management changes have occurred: •On February 15, 2024, our Board 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. •In connection with the Company’s 2024 Annual Meeting, the Company’s founder, Daniel Hoffler, retired from his role as Executive Chairman but remains on the Board as a non-independent director. In connection with Mr. Hoffler's retirement from his role as Executive Chairman, the Board appointed (i) Louis S. Haddad, the then-Chief Executive Officer of the Company, as Executive Chairman and (ii) Mr. Hoffler as Chairman Emeritus of our Board (“Chairman Emeritus”). •On November 14, 2024, Mr. Haddad informed our Board of his decision to retire from his position as Chief Executive Officer, effective December 31, 2024. Mr. Haddad remains a director and the Executive Chairman of our Board. Pursuant to the previously announced succession plan, our Board appointed Mr. Tibbetts to the position of Chief Executive Officer, effective January 1, 2025. Our Board also appointed Mr. Tibbetts to the Board in connection with his promotion to Chief Executive Officer.
Equity Compensation Plan Information
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Equity Compensation Plan Information
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. Subsequent to the 2024 Annual Meeting, Ms. Eva S. Hardy reached the age of 80, and, therefore, pursuant to the Board refreshment policy, Ms. Hardy is not standing for re-election to the Board at the Annual Meeting. 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.
Equity Compensation Plan Information
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Equity Compensation Plan Information
The table below provides membership information for each of the Board's standing committees as of the date of this Proxy Statement:
Equity Compensation Plan Information
| Director | Audit Committee | | Compensation Committee | | Nominating and Corporate Governance Committee | | | George F. Allen | | | ■ | | ■ | (Chair) | | Jennifer R. Boykin(1) | | | | | | | | James A. Carroll* | ■ | (Chair) | | | | | | James C. Cherry* | ■ | | ■ | (Chair) | ■ | | | Dennis H. Gartman* | ■ | | | | | | | Louis S. Haddad | | | | | | | | Eva S. Hardy(2) | | | ■ | | ■ | | | Daniel A. Hoffler | | | | | | | | A. Russell Kirk(2) | | | | | | | | Shawn J. Tibbetts | | | | | | | | F. Blair Wimbush* | ■ | | | | ■ | | | * Audit committee financial expert. | | | | | | | | (1) Ms. Boykin was appointed to the Board on March 1, 2025. The Board has not yet appointed Ms. Boykin as a member of any of the Board's standing committees. | | | | | | | | (2) Ms. Hardy and Mr. Kirk are not standing for re-election at the Annual Meeting. | | | | | | |
Equity Compensation Plan Information
Audit Committee The Audit Committee is comprised of Messrs. Carroll, Cherry, Gartman and Wimbush 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 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;
2024 DIRECTOR COMPENSATION
2024 DIRECTOR COMPENSATION During the fiscal year ended December 31, 2024, our non-employee directors were 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 Time-Based 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 |
2024 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, in either case, 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 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.
2024 DIRECTOR COMPENSATION
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2024 DIRECTOR COMPENSATION
For the year ended December 31, 2024, Mr. Haddad served as our Chief Executive Officer and did not receive any additional compensation for his service on the Board. In connection with Mr. Hoffler’s appointment as Chairman Emeritus, the Compensation Committee approved an annual retainer of $25,000 for Mr. Hoffler, for his service as Chairman Emeritus, in addition to the retainer payable to our other non-employee directors. Mr. Hoffler is provided office space at Armada Hoffler's office, at no incremental cost to the Company. Mr. Kirk is also provided office space in Armada Hoffler's office at no incremental cost to the Company.
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION The Compensation Committee periodically reviews the compensation of our directors, with benchmarking and advice from the committee’s independent compensation consultant, Ferguson Partners Consulting, L.P. ("Ferguson Partners"). Except for compensation payable to the Executive Chairman and the Chairman Emeritus, the compensation elements of non-employee directors were last changed in the year ended December 31, 2021. Any proposed changes are reviewed with and approved by the full Board. After consultation with Ferguson Partners, the Compensation Committee determined that our director compensation was generally below the 25th percentile of our competitor set, and that it would be appropriate to adjust the non-employee director compensation to the following amounts, beginning with our fiscal year ended December 31, 2021, which remains the compensation to be provided to non-employee directors for the fiscal year ending December 31, 2025:
2025 DIRECTOR COMPENSATION
| Elements of 2025 Non-Employee Director Compensation ($) | | | 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 |
2025 DIRECTOR COMPENSATION
The Compensation Committee has determined that Mr. Hoffler will only be entitled to receive his additional retainer of $25,000 (pro-rated for the portion of the year for which Mr. Hoffler is entitled to the annual retainer), for his service as Chairman Emeritus, until the Annual Meeting. The Compensation Committee also determined that Messrs. Hoffler and Kirk will be provided office space until February 2026 at the Armada Hoffler Tower, our headquarters building, at no incremental cost to the Company. The compensation of non-employee directors for the year ending December 31, 2024 is otherwise the same as for the year ended December 31, 2023.
DIRECTOR COMPENSATION TABLES
DIRECTOR COMPENSATION TABLES The following tables provide information on the compensation of our directors for the fiscal year ended December 31, 2024, other than Mr. Haddad, who received no separate compensation for his service as a director, and Mr. Tibbetts and Ms. Boykin, who were not appointed to the Board until January 1, 2025 and March 1, 2025, respectively, and, therefore, did not receive any compensation in 2024. For information related to the compensation of Mr. Haddad, please refer to “Compensation of Executive Officers Summary Compensation Table.”
DIRECTOR COMPENSATION TABLES
| Independent Directors | Fees Earned or Paid in Cash ($) | Equity Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | George F. Allen | 65,000 | 48,266 | 3,900 | 117,166 | | James A. Carroll | 67,500(3) | 48,266 | 3,900 | 119,666 | | James C. Cherry | 65,000 | 48,266 | 3,900 | 117,166 | | Dennis H. Gartman | 55,000(4) | 55,000(5) | 3,900 | 113,900 | | Eva S. Hardy | 70,000(6) | 48,266 | 3,900 | 122,166 | | John W. Snow | 27,500(7) | — | 1,858 | 29,358 | | F. Blair Wimbush | 39,973(8) | 48,266 | 2,473 | 90,712 |
DIRECTOR COMPENSATION TABLES
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DIRECTOR COMPENSATION TABLES
| Non-Independent Directors | Fees Earned or Paid in Cash ($) | Equity Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Daniel A. Hoffler | 213,757 | 48,266 | 48,346(9) | 310,369 | | A. Russell Kirk | 55,000 | 48,266 | 3,900(2) | 107,166 |
DIRECTOR COMPENSATION TABLES
(1) Represents the aggregate grant date fair value of restricted shares granted on June 28, 2024. Mr. Hoffler received a grant of 4,981 LTIP units, Mr. Gartman received 4,981 restricted shares, and each of Messrs. Allen, Carroll, Cherry, Kirk, and Wimbush, and Ms. Hardy received a grant of 4,981 LTIP units, all of which were outstanding as of December 31, 2024. (2) Represents dividends paid on unvested restricted shares of common stock or LTIP units. (3) Includes $16,875 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) Includes $27,500 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) 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 Time-Based LTIP units, as Time-Based 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 2024 annual stock award. (6) Includes $8,750 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) Includes $27,500 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. (8) Includes $39,973 of annual cash retainers, which the director elected to receive in fully vested shares of common stock under the Equity Incentive Plan in lieu of cash payments, in accordance with the director compensation policy described above. (9) Reflects the following:
DIRECTOR COMPENSATION TABLES
| Name | Automobile Allowance(a) ($) | Tax Return Prep Fees ($) | Administrative Support ($) | Dividends on Unvested Restricted Stock ($) | Other(b) ($) | Total ($) | | Daniel A. Hoffler | 18,757 | 14,783 | 4,850 | 6,772 | 3,184 | 48,346 |
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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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 2024, which the Compensation Committee considered as part of its analysis in setting compensation for our executive officers:
PEER GROUP
| 2024 Executive Compensation Peer Group (“Peer Group”) | | | | Acadia Realty Trust (AKR) | AIMCO (AIV) | Alexander & Baldwin, Inc. (ALEX) | | American Assets Trust, Inc. (AAT) | Centerspace (CSR) | CTO Realty Growth, Inc. (CTO) | | Elme Communities (ELME) | InvenTrust Properties Corp. (IVT) | JBG SMITH Properties (JBGS) | | Orion Properties Inc. (ONL) | Piedmont Office Realty Trust, Inc. (PDM) | Whitestone REIT (WSR) |
PEER GROUP
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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 2024, the Company used the following selection criteria:
PEER GROUP
| 2024 Peer Group Selection Criteria | | | Assets/Business Model | We are a diversified REIT with high-quality office, retail, and multifamily assets located in mixed-use communities in addition to grocery anchored retail. Accordingly, our peer group represents a blend of all of these asset types to reflect our diverse real estate holdings. Additionally, as we embark on our current growth strategy, we also considered companies in similar transitional periods with more robust growth plans | | 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 approximately 0.4x to 2.5x the size of the Company. | | Overall Peer Group | The overall composition of the Peer Group is constructed so that the Company approximates the median in terms of size. As of December 31, 2024, the Company’s implied equity market capitalization was approximately $1.0 billion and total enterprise value was approximately $2.6 billion which approximated the median of the Peer Group. |
PEER GROUP
Based on this assessment, changes were made to the Peer Group to remove certain companies that were no longer aligned with AHH’s growth proposition. Accordingly, Saul Centers, UMH Properties, Inc., and City Office REIT were removed from the Peer Group for 2024. Following these removals, potential replacements were evaluated, and Alexander & Baldwin, Inc. and Orion Properties Inc. (REITs that own similar assets that are more growth-oriented) were added to the Peer Group for 2024. The Compensation Committee may change the composition of the peer group from year to year, as it deems appropriate. In determining 2024 compensation for our NEOs, 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.
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 2024 STIP, our NEOs were eligible to receive the following cash bonus payout at threshold, target, and maximum performance:
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 |
RESTRICTED STOCK OR LTIP UNIT AWARDS
RESTRICTED STOCK OR LTIP UNIT AWARDS Under the 2024 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 2024 STIP | | | | Name | Threshold ($) | Target ($) | Maximum ($) | | Louis S. Haddad | 736,762 | 1,133,480 | 1,530,198 | | Shawn J. Tibbetts | 487,500 | 750,000 | 1,012,500 | | Matthew T. Barnes-Smith | 211,250 | 325,000 | 438,750 | | Eric E. Apperson | 152,750 | 235,000 | 317,250 | | Shelly R. Hampton | 169,000 | 260,000 | 351,000 |
2024 STIP PERFORMANCE EVALUATION
2024 STIP PERFORMANCE EVALUATION In February 2024, the Compensation Committee approved a STIP that was similar to prior years and was based on the following performance metrics:
2024 STIP PERFORMANCE EVALUATION
| Performance Metrics | Weighting | | Normalized FFO | 30% | | Normalized FFO/Share | 50% | | Individual Goals | 20% |
2024 STIP PERFORMANCE EVALUATION
| | 2024 Quantitative Bonus Goals | | | | | 2024 STIP Metrics | Threshold ($) | Target ($) | Maximum ($) | Actual ($) | | Normalized FFO | 109,000,000 | 111,900,000 | 114,500,000 | 118,893,000 | | Normalized FFO/Share | 1.21 | 1.24 | 1.27 | 1.29 |
2024 STIP PERFORMANCE EVALUATION
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2024 STIP PERFORMANCE EVALUATION
The 2024 STIP includes a review of individual performance for each NEO. In 2024, the Compensation Committee established qualitative objectives for each NEO (the qualitative performance objectives for Mr. Tibbetts, Mr. Barnes-Smith, Ms. Hampton, and Mr. Apperson 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 our 2024 normalized FFO per diluted share by 4%. •Core operating property portfolio occupancy at 96% as of December 31, 2024. •Positive renewal spreads during the fourth quarter across all segments: •Lease rates on fourth quarter office lease renewals increased 18.7% on a GAAP basis and 3.5% on a cash basis. •Lease rates on fourth quarter retail lease renewals increased 11.1% on a GAAP basis and 2.9% on a cash basis. •Lease rates on fourth quarter multifamily lease renewals increased 4.7% on a GAAP and cash basis. •Same Store NOI increased 1.9% on a GAAP basis and 0.8% on a cash basis compared to the year ended December 31, 2023. •Successfully completed our succession plan and leadership transition. •Executed steps to position the Company to embark on its new strategy growth plan.
2024 STIP PAYOUTS
2024 STIP PAYOUTS The 2024 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 13, 2025, the Compensation Committee approved the 2024 STIP awards as follows:
2024 STIP PAYOUTS
| | 2024 Actual STIP Awards | | | | Name | Cash ($) | Equity Award(1) ($) | Total ($) | | Louis S. Haddad | 540,000 | 1,530,198 | 2,070,198 | | Shawn J. Tibbetts | 337,500 | 1,012,500 | 1,350,000 | | Matthew T. Barnes-Smith | 236,250 | 438,750 | 675,000 | | Eric E. Apperson | 209,250 | 317,250 | 526,500 |
2024 STIP PAYOUTS
(1) Restricted stock awards or LTIP units granted under the 2024 STIP plan in March 2025. 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, 2025.
LTIP UNITS
LTIP UNITS LTIP units are a special class of partnership interests in the Operating Partnership. Our Operating Partnership has two classes of LTIP units: (1) Time-Based LTIP units, which have time-based vesting conditions (“Time-Based LTIP units”), and (2) Performance LTIP units, which have performance-based vesting conditions (“Performance LTIP units”). 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 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.
LTIP UNITS
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2025 COMPENSATION PROGRAM
| Key Consideration | 2025 Program Enhancements | | Alignment of our management team with our go-forward strategy and long-term stockholder value creation | •Diversified our short-term incentive program to include additional goals tied to our near-term priorities •Adopted a standalone long-term incentive program that includes both time-vesting awards and performance-vesting awards that are only earned to the extent that 3-year relative TSR metrics are achieved •Approved a differentiated special one-time equity award program that is 100% performance-based and tied to the achievement of rigorous total stockholder returns and total enterprise value growth over a long-term 5-year performance period •To foster and support our succession planning efforts, the equity bonus pool includes other senior leadership team members in addition to our Chief Executive Officer and Chief Financial Officer | | Peer group and broader REIT market practices, in addition to best governance practice | •Adopted a more market-based approach to both short-term and long-term incentive compensation that is more in line with our peers •Made certain market-based adjustments to target compensation levels for our newly appointed CEO and CFO to be more in line | | Leadership transition and succession planning | •Enhanced equity-based compensation elements of our compensation program to ensure that our NEO team is appropriately aligned with the long-term success of the Company and our stockholders •In consideration of our President of Construction's focus to deliver the current development and construction pipeline, he will remain in a legacy program aligned with our near-term priorities |
2025 SHORT-TERM INCENTIVE PLAN
2025 SHORT-TERM INCENTIVE PLAN Historically, a portion of Armada Hoffler’s annual STIP has been settled in cash, with the remainder of the awards settled in restricted equity with time-based vesting provisions. Beginning in 2025, for our Chief Executive Officer and Chief Financial Officer, we have adopted an approach more aligned with stockholder interest, which is also closely aligned with the broader peer set. This STIP will consist of a standalone cash-settled short-term incentive plan. In February 2025, the Compensation Committee designed and approved a standalone cash-based incentive program for our Chief Executive Officer and Chief Financial Officer for 2025.
ENHANCED 2025 STIP
ENHANCED 2025 STIP Similar to the 2024 STIP program, the 2025 STIP will operate as a formulaic program with awards based on pre-defined quantitative and qualitative performance metrics established by the Compensation Committee. The majority of the program (80%) will continue to be based on objective financial and operational goals and with 20% to be based on individual goals. For Messrs. Tibbetts and Barnes-Smith, any earned amounts under the 2025 STIP will be paid 100% in cash. For 2025, the threshold and maximum opportunity were adjusted based on a review of market practices to 50% of target at threshold and 150% of target at maximum (as compared to 65% to 135% of target under the 2024 STIP).
ENHANCED 2025 STIP
| Performance Metrics | Why We Selected This Measure | Weighting (%) | | Normalized FFO per share | Key REIT profitability metric | 50 | | Portfolio NOI Growth | Key operational measure that supports effectiveness of rental revenue growth and operating cost management | 20 | | Multifamily Same-Store NOI Growth | Key indicator of the effectiveness in managing growth for individual properties and executing our leasing goals | 10 | | Individual Goals | Holds our NEOs accountable for their individual responsibilities and contributions in executing the Company’s strategic business plan | 20 |
ENHANCED 2025 STIP
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ENHANCED 2025 STIP
Under the 2025 STIP, Messrs. Tibbetts and Barnes-Smith are eligible to receive the following STIP opportunities at threshold, target, and maximum performance. For 2025, the threshold and maximum opportunity were adjusted based on a review of market practices to 50% of target at threshold and 150% of target at maximum.
ENHANCED 2025 STIP
| | 2025 STIP Opportunity | | | | Name | Threshold ($) | Target ($) | Maximum ($) | | Shawn J. Tibbetts | 387,500 | 775,000 | 1,162,500 | | Matthew T. Barnes-Smith | 150,000 | 300,000 | 450,000 |
ENHANCED 2025 STIP
Incentive compensation payable to our NEOs under the 2025 STIP will be based on the achievement of the following measures (with targets set to align with the mid-point of our 2025 guidance).
ENHANCED 2025 STIP
| | | 2025 Quantitative Bonus Goals | | | | 2025 STIP Metrics | Weighting (%) | Threshold | Target | Maximum | | Corporate | | | | | | Normalized FFO/Share | 50 | $1.00 | $1.05 | $1.10 | | Portfolio NOI Growth | 20 | 1.00% | 1.50% | 2.00% | | Multifamily Same-Store NOI Growth | 10 | 1.00% | 1.50% | 2.00% | | Individual Goals | 20 | Assessed by the Compensation Committee based on pre-established goals for each individual(1) | | |
ENHANCED 2025 STIP
(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.
LEGACY 2025 STIP
LEGACY 2025 STIP As Mr. Apperson's focus is to deliver the current development and construction pipeline, he will remain in a legacy program aligned with our near-term priorities. Under the Legacy 2025 STIP, earned amounts will continue to be paid in a combination of cash and equity. For 2025, the threshold and maximum opportunity remain at 65% of target at threshold and 135% of target at maximum. Under the 2025 STIP, Mr. Apperson is eligible to receive the following equity bonus opportunities at threshold, target, and maximum performance.
LEGACY 2025 STIP
| | Cash Portion of 2025 STIP | | | | Name | Threshold ($) | Target ($) | Maximum ($) | | Eric E. Apperson | 103,773 | 159,650 | 215,528 |
LEGACY 2025 STIP
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LEGACY 2025 STIP
| | Equity Portion of 2025 STIP | | | | Name | Threshold ($) | Target ($) | Maximum ($) | | Eric E. Apperson | 157,333 | 242,050 | 326,766 |
LEGACY 2025 STIP
Incentive compensation payable to our NEOs under the Legacy 2025 STIP will be based on the achievement of the following measures (with targets set to align with the mid-point of our 2025 guidance).
LEGACY 2025 STIP
| | | 2025 Quantitative Bonus Goals | | | | 2025 STIP Metrics | Weighting (%) | Threshold | Target | Maximum | | Corporate | | | | | | Normalized FFO/Share | 50 | $1.00 | $1.05 | $1.10 | | Portfolio NOI Growth | 20 | 1.00% | 1.50% | 2.00% | | Multifamily Same-Store NOI Growth | 10 | 1.00% | 1.50% | 2.00% | | Individual Goals | 20 | Assessed by the Compensation Committee based on pre-established goals for each individual | | |
LEGACY 2025 STIP
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. Under the 2025 Legacy STIP, 40% will be payable in cash and the remaining 60% will be payable in the form of equity awards (restricted stock or Time-Based LTIP units) under the Equity Incentive Plan. Within the Legacy 2025 STIP, any shares of Time-Based LTIP Units underlying each equity award, to the extent earned, are expected to vest two-fifths on the grant date and one-fifth on each of the first three anniversaries of the grant date
2025 LONG-TERM INCENTIVE PLAN
2025 LONG-TERM INCENTIVE PLAN The long-term incentive plan,has been introduced for the 2025 compensation year. Historically, equity awards for our NEOs were granted in arrears (e.g., in early 2024 for 2023 performance) and in accordance with SEC rules, were included in the Summary Compensation Table in the year granted (as compared to the performance year). As part of the Compensation Committees’ review of the compensation program, we have adopted an approach more aligned with stockholder interest, which is also closely aligned with the broader peer set, by increasing the portion of our NEOs’ compensation that is delivered in equity and granting equity awards during each fiscal year as follows: •Award values will be granted in a balanced mix of forward-looking performance-based equity awards and time-based equity awards •Time-based equity awards are intended to promote retention, reinforce our NEOs’ alignment with our stockholders and promote an ownership mentality for our management team •Performance-based equity awards are intended to encourage our NEOs to focus on sustaining our long-term performance, with awards contingent on the achievement of long-term three-year performance goals tied to relative TSR performance
2025 LONG-TERM INCENTIVE PLAN
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2025 LONG-TERM INCENTIVE PLAN
Long-term incentive equity awards for each NEO are determined at the discretion of the Compensation Committee at the beginning of each fiscal year based on a review of competitive market data, internal equity considerations and Company and individual performance. We refer to this compensation program as the Long-Term Incentive Plan (the “LTIP”). The equity awards pursuant to the 2025 LTIP for Messrs. Tibbetts and Barnes-Smith are reflected in the table below.
2025 LONG-TERM INCENTIVE PLAN
| | 2025 Target LTIP | | | Name | Target Time-Based Equity Award | Target Performance-Based Equity Award | | Shawn J. Tibbetts | $850,000 | $750,000 | | Matthew T. Barnes-Smith | $325,000 | $300,000 | | Total 2025 LTIP | $1,175,000 | $1,050,000 |
2025 LONG-TERM INCENTIVE PLAN
Under the 2025 LTIP, Messrs. Tibbetts and Barnes-Smith will earn Time-Based Equity Awards and Performance-Based Equity Awards. Time-Base equity awards under the 2025 LTIP are granted at the commencement of the performance year and subject to the following vesting schedule: one-third will vest on the yearly up to the third anniversary of the grant date, subject to the Reporting Person's continued employment on such dates. Vesting conditions for Performance-based awards are pursuant to the Company’s relative TSR performance against a comparator group of peer companies. These shares are subject to a three-year performance-period and may vest between 50% and 200% of target (at threshold and maximum, with interpolation used where performance falls between stated goals). The Performance LTIP Units will vest, if at all, on the last day of the performance period, subject to the Reporting Person's continued employment on such date. The performance period begins on the grant date and ends on the earlier of the day before the third anniversary of the grant date and a Control Change Date (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan, as amended). To the extent that performance falls below threshold, no awards will be earned. The following reflects the performance metric under the 2025 LTIP
2025 LONG-TERM INCENTIVE PLAN
| | 2025 LTIP Performance Goals | | | | Name | Threshold (50% of Target) | Target (100% of Target) | Maximum (200% of Target) | | Relative TSR Performance v. Custom Peer Group | 25th percentile | 55th percentile | 75th percentile |
2025 LONG-TERM INCENTIVE PLAN
In accordance with SEC rules, the equity portion of the 2024 STIP awarded in March 2025 and the equity awards pursuant to the 2025 LTIP awarded in March 2024 will be included in the 2025 Summary Compensation Table. However, beginning in 2026, awards will be granted and will be included solely in the Summary Compensation Table in the year in which the grant is made, which will be the year to which the LTIP award relates.
2025 SPECIAL PERFORMANCE-BASED EQUITY AWARD PROGRAM
2025 SPECIAL PERFORMANCE-BASED EQUITY AWARD PROGRAM Additionally, as part of the Compensation Committee’s more extensive review of the compensation program, it was determined that a special performance-based equity award program would be appropriate to recognize the Company’s strategic growth plan under the new leadership team and to incentivize the achievement of long-term growth goals, including stockholder value creation that is not fully captured under the annual LTIP program. In its consideration of the program design, the Compensation Committee intended for the program to award significant performance achievements while also ensuring that the program was aligned with best governance practices, as follows: •100% Performance-Based. Only provides value to the extent meaningful stockholder value is created above specified metrics. •Long-Term Performance. Performance is assessed in the final year of a five-year performance period (i.e., no interim payouts during the performance period), as compared to the three-year performance period under our annual grant structure. •Rigorous Performance Metrics. In order to earn the maximum award, the Company must have achieved over the performance period both absolute TSR growth of 100% and total enterprise value growth to $4.0 billion, nearly doubling our size and generating approximately $600 million in stockholder value.
2025 SPECIAL PERFORMANCE-BASED EQUITY AWARD PROGRAM
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2025 SPECIAL PERFORMANCE-BASED EQUITY AWARD PROGRAM
•Total Pool. The program design was constructed such that at the end of the performance period an overall share pool would be equal to $15.0M, which would represent approximately 2.4% of stockholder value. The number of units granted will be determined by dividing the $15.0M by the stock price at grant date required to achieve 100% total shareholder return, assuming a consistent dividend over the performance period. To date, no grants under the Special Performance-Based Equity Award Program have been made. Subject to the approval by stockholders of Amendment No.2 to the Equity Plan (Proposal 2), the Compensation Committee intends to grant allocations under the 2025 special performance-based equity award program as follows:
2025 SPECIAL PERFORMANCE-BASED EQUITY AWARD PROGRAM
| Name | 2025 Special Award Allocation % | | Shawn J. Tibbetts | 50% | | Matthew T. Barnes-Smith | 20% | | Other Executives | 30% |
2025 SPECIAL PERFORMANCE-BASED EQUITY AWARD PROGRAM
The following reflects the performance metrics and related payouts under the program:
2025 SPECIAL PERFORMANCE-BASED EQUITY AWARD PROGRAM
| Total Enterprise Value | | Cumulative Total Stockholder Return | | | | | | | | 40% | 55% | 70% | 85% | 100% | | | $2.4 B | 0.0% | 12.5% | 25.0% | 37.5% | 50.0% | | | $2.8 B | 12.5% | 25.0% | 37.5% | 50.0% | 62.5% | | | $3.2 B | 25.0% | 37.5% | 50.0% | 62.5% | 75.0% | | | $3.6 B | 37.5% | 50.0% | 62.5% | 75.0% | 87.5% | | | $4.0 B | 50.0% | 62.5% | 75.0% | 87.5% | 100.0% |
•the annual total compensation of our median employee was $115,290; and
| Name | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation ($) | Total ($) | | Louis S. Haddad Executive Chairman and Director and Former Chief Executive Officer(3) | 2024 | 1,057,992 | 1,067,043 | 540,000 | 140,683(4) | 2,805,718 | | | 2023 | 1,058,000 | 966,750 | 400,000 | 116,900 | 2,541,650 | | | 2022 | 1,058,200 | 981,770 | 540,000 | 99,460 | 2,679,430 | | Shawn J. Tibbetts Chief Executive Officer and President | 2024 | 512,120 | 663,714 | 337,500 | 59,518(5) | 1,572,852 | | | 2023 | 498,068 | 540,852 | 225,000 | 65,858 | 1,329,778 | | | 2022 | 448,546 | 343,281 | 303,750 | 54,457 | 1,150,034 | | Matthew T. Barnes-Smith Chief Financial Officer, Treasurer and Corporate Secretary | 2024 | 392,838 | 251,749 | 236,250 | 42,896(6) | 923,733 | | | 2023 | 348,078 | 135,216 | 125,000 | 39,453 | 647,747 | | | 2022 | 281,755 | 82,399 | 135,000 | 33,940 | 533,094 | | Eric E. Apperson President of Construction | 2024 | 422,506 | 297,529 | 209,250 | 57,292(7) | 986,577 | | | 2023 | 411,545 | 270,432 | 150,000 | 60,669 | 892,646 | | | 2022 | 399,476 | 205,974 | 202,500 | 51,876 | 859,826 | | Shelly R. Hampton Former President of Asset Management(9) | 2024 | 223,143 | 252,140 | — | 1,163,329(8) | 1,638,612 | | | 2023 | 374,042 | 338,027 | 125,000 | 62,269 | 899,338 | | | 2022 | 349,415 | 274,628 | 135,000 | 49,725 | 808,768 |
•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) ($) (MM) | | 2024 | 2,805,718 | 2,618,853 | 1,280,444 | 1,249,836 | 75 | 123 | 42.5 | 118.9 | | 2023(8) | 2,541,650 | 2,576,199 | 942,377 | 948,227 | 84 | 114 | 7.7 | 110.5 | | 2022(8) | 2,679,430 | 2,485,387 | 893,722 | 833,642 | 73 | 100 | 100.0 | 107.2 | | 2021(8) | 2,102,957 | 2,269,344 | 794,553 | 846,855 | 91 | 132 | 25.5 | 87.6 | | 2020(8)(9) | 1,991,076 | 1,680,565 | 759,558 | 667,799 | 64 | 92 | 37.0 | 86.2 |
•There is no earned, accrued but unpaid bonus for the prior year; and
| | Reconciliation of Summary Compensation Total vs Compensation Actually Paid (PEO) ($) | | | | | | | | | 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(8)(9) | Add: Vesting date fair value of equity compensation granted and vested within applicable year(8) | 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(8)(10) | Equals: Compensation Actually Paid to PEO(8) | | 2024 | 2,805,718 | (1,067,043) | — | 1,043,533 | (163,355) | — | — | 2,618,853 | | 2023 | 2,541,650 | (966,750) | 972,134 | 386,700 | 28,727 | — | (386,262) | 2,576,199 | | 2022 | 2,679,430 | (981,770) | 455,860 | 392,720 | (7,575) | (53,278) | — | 2,485,387 | | 2021 | 2,102,957 | (452,588) | 326,971 | 181,043 | 50,493 | 60,468 | — | 2,269,344 | | 2020 | 1,991,076 | (784,572) | 339,225 | 261,524 | (29,920) | (96,768) | — | 1,680,565 |
•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(8)(9) | Add: Vesting date fair value of equity compensation granted and vested within applicable year(8) | 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(8)(10) | Equals: Average Compensation Actually Paid to Non-PEO NEOs(8) | | 2024 | 1,280,444 | (366,283) | 188,177 | 188,822 | (20,699) | (20,625) | — | 1,249,836 | | 2023 | 942,377 | (321,132) | 193,195 | 128,455 | 6,784 | 6,256 | (7,708) | 948,227 | | 2022 | 893,722 | (298,502) | 149,870 | 105,464 | (1,950) | (14,962) | — | 833,642 | | 2021 | 794,553 | (151,557) | 109,489 | 60,628 | 15,119 | 18,623 | — | 846,855 | | 2020 | 759,558 | (241,647) | 104,478 | 80,553 | (7,092) | (28,051) | — | 667,799 |
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 2020-2024 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 C for the reconciliation of Normalized FFO to Net Income.
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
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