AH Realty Trust, Inc DEF 14A, filed Apr 21, 2023

AH Realty Trust, Inc. (AHRT)

DEF 14A 2023-04-21

View Original

Added on June 12, 2026

About this DEF 14A

AH Realty Trust, Inc filed this DEF 14A on April 21, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


¨						Preliminary Proxy Statement
¨						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x						Definitive Proxy Statement
¨						Definitive Additional Materials
¨						Soliciting Material under §240.14a-12


Sincerely,


Louis S. Haddad						Daniel A. Hoffler
President, Chief Executive Officer and Vice Chairman of the Board of Directors						Executive Chairman of the Board of Directors


1						To elect the nine director nominees named in the Proxy Statement to serve as directors for one-year terms until the 2024 annual meeting of stockholders and until their successors are duly elected and qualify;

2						To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023;

3						To approve, in an advisory (non-binding) vote, the compensation of our named executive officers; and

4						To transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) of the Annual Meeting.


Proxy Summary	1	Executive Compensation	33
Sustainability and Diversity	5	Compensation Discussion and Analysis	33
About the Meeting	8	Compensation Committee Interlocks and Insider Participation	42
Proposal 1: Election of Directors	12
Vote Required and Recommendation	17	CEO Pay Ratio	42
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	18	Compensation Committee Report	42
		Summary Compensation Table	43
Vote Required and Recommendation	18	Grants of Plan-Based Awards	44
Corporate Governance and Board Matters	20	Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table	44
Corporate Governance Profile	20
Majority Voting Standard for Uncontested Director Elections	21	Outstanding Equity Awards at Fiscal Year-End December 31, 202 2	46

Stockholder Amendments to Bylaws	21	202 2 Option Exercises and Stock Vested	47
Stock Ownership Guidelines	21	Potential Payments Upon Termination or Change in Control	47
Insider Trading Policy	23
Hedging, Pledging and Short-Term Speculative Transactions	23	Pay versus Performance	51
		Equity Compensation Plan Information	54
Information Security	23	Report of the Audit Committee	55
Succession Planning	23	Principal Stockholders	56
Role of the Board in Risk Oversight	24	Certain Relationships And Related Party Transactions	58
Board Committees	24	Related Party Transaction Policy	58
Director Selection Process	26	Related Party Transactions	58
Code of Business Conduct and Ethics	26	Proposal 3: Advisory Vote On Executive Compensation	60
Availability of Corporate Governance Materials	27	Vote Required and Recommendation	60
Independence of Directors	27	Other Matters	61
Board Leadership Structure	27	Delinquent Section 16(a) Reports	61
Board and Committee Meetings	28	Other Matters to Come Before the 2023 Annual Meeting	61
Annual Meeting Attendance	28	Stockholder Proposals and Nominations for the 2024 Annual Meeting	61
Executive Sessions of Non-Management Directors	28
Communications with the Board	28	Proxy Access Procedures for the 2024 Annual Meeting	61
Director Compensation	28	Householding of Proxy Materials	61
Executive Officers	31


Proposal	Agenda Item	Board Vote Recommendation	Page Reference
1	Election of Directors	FOR	12
2	Ratification of Ernst & Young LLP	FOR	18
3	Advisory Vote on Executive Compensation	FOR	60


Name	Age(1)	Title	Director Since
George F. Allen	71	Independent Director	2013
James A. Carroll	55	Independent Director	2013
James C. Cherry	72	Independent Director	2013
Dennis H. Gartman	72	Independent Director	2022
Louis S. Haddad	65	President, Chief Executive Officer, Vice Chairman of the Board of Directors	2013
Eva S. Hardy	78	Lead Independent Director(2)	2015
Daniel A. Hoffler	74	Executive Chairman of the Board of Directors(3)	2013
A. Russell Kirk	75	Director	2013
John W. Snow	83	Independent Director	2013


• The roles of Executive Chairman of the Board and Chief Executive Officer (“CEO”) are separate.
• Our Board is prohibited from electing to classify our Board of Directors without first obtaining stockholder approval.
• Four of our directors qualify as an “audit committee financial expert” as defined by the Securities and Exchange Commission ("SEC").
• Our bylaws contain a "proxy access" provision.
• Our Board performs an annual self-evaluation.
• We have a majority voting policy for elections of directors in uncontested elections.
• Our Board adopted an amendment to the Company's bylaws to reduce the requirements necessary for stockholders to submit binding proposals to amend the bylaws.


Summary of Director Skills Our directors bring to our Board a wide variety of skills, qualifications, and viewpoints that strengthen our Board’s ability to carry out its oversight role on behalf of our stockholders. All of our directors exhibit high integrity, an appreciation for diversity of background and thought, innovative thinking, a proven record of success, and deep knowledge of corporate governance requirements and best practices.

Relevant Skills and Experience •Each of our directors have served in senior leadership positions across various industries such as healthcare, hospitality, and real estate. •Experience includes the positions of Chief Executive Officer, Executive Vice President, Chairman, Governor of Virginia, Secretary of US Treasury, and US Senator. •Mix of director tenure, skills, and background that provides a balance of experience and institutional knowledge with diversity of thought and perspective. Proxy Access •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. Bylaw Amendments •As of February 23, 2022, stockholders satisfying the ownership and eligibility requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), have 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 certain articles relating to stockholder amendments or indemnification and advancement of expenses or adopt any provision of the bylaws inconsistent with such articles without the approval of the Board.						100% of our directors have served in senior leadership positions

						12.1% of our Company was owned by our named executive officers and directors (including their trusts) as of December 31, 2022

						67% of our directors are "independent"


• Our Board, upon the recommendation of the Compensation Committee, establishes the compensation for our non-employee directors.
• We have stock ownership guidelines that apply to our directors and executive officers in order to align their interests with the interests of our stockholders.
• We have adopted an Incentive Compensation Clawback Policy and an Anti-Hedging Policy.
• Record of strong "Say-on-Pay" support, including 96.6% stockholder approval in 2022, representing our fourth consecutive year of above 95% support since our inaugural "Say-on-Pay" vote.


Independent Directors	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)


James C. Cherry(1)	60,000	40,000	2,072	102,072
Eva S. Hardy(1)	55,000	40,000	2,072	97,072
George F. Allen	55,000	40,000	2,072	97,072
James A. Carroll	57,500	40,000	2,072	99,572
Dennis H. Gartman	25,000	—	—	25,000
Dorothy S. McAuliffe	12,500	—	993	13,493
John W. Snow	50,000	40,000	2,072	92,072


Non-Independent Directors	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)

Daniel A. Hoffler	310,260	110,260	131,376	551,896
A. Russell Kirk	50,000	40,000	7,980	97,980



COMMUNITY OUTREACH Working with local nonprofits, academic institutions, and civic leaders, Armada Hoffler’s Outreach Committee provides philanthropic contributions to help address areas of significant need in our communities. It also organizes employee volunteering and employee led fundraisers. Employees can earn additional paid time off by participating in community outreach programs each quarter. In addition, Armada Hoffler provides corporate charitable donations including event sponsorships to local organizations. AWARDS In 2022, Armada Hoffler was recognized through several awards, including: •Globe St. Woman of Influence, Connect CRE's 2022 Women in Real Estate Award: Shelly Hampton •Virginia 500 Power List: Lou Haddad •Inside Business 2022 Power List: Dan Hoffler, Lou Haddad, and Shawn Tibbetts •2023 Virginia Business and Coastal Virginia Magazine Best Places to Work •2022 Coastal Virginia Business Magazine Best of Business Awards, Best Local Company with a National Presence, Best Commercial Builder, and Best General Contractor



EMPLOYEE HEALTH AND SAFETY We comply with all health, safety, and security laws and regulations of the jurisdictions in which we do business and limit employee exposure to potential safety hazards through proper design, engineering and administrative controls, preventive maintenance, and safe work procedures. We record, track, and report all occupational injuries and illnesses in our incident reporting management system and encourage employee reporting of job-related injuries. We investigate all safety incidents and implement corrective actions to eliminate their causes. As part of our enterprise-wide safety management system, we are investing in training, technology, and people. Our approach to safety is grounded in our Corporate Safety and Health Program, which applies to all employees and contractors. It is based on the U.S. Occupational Safety & Health Administration (OSHA) standards. All employees—from those at our corporate headquarters to those working on our construction sites—receive mandatory quarterly safety training based on the requirements of their roles. Training ranges from first aid, workplace violence, and CPR training to hazardous waste operations, ladder safety, and emergency response training.



BOARD LEADERSHIP & DIVERSITY As of December 31, 2022, our Board of Directors consists of nine directors, six of whom are independent based on SEC and New York Stock Exchange (the "NYSE") rules for director independence. The Board is supported by a lead independent director. The Board has three committees: Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each consisting solely of independent directors. We strive to maintain a healthy blend of director tenure, recognizing that longer-serving directors possess crucial institutional knowledge of our Company and its culture, while periodic refreshment brings a fresh outlook and contributes to Board independence and oversight. The average tenure of our directors is nine years. We prioritize Board diversity and are mindful of the many ways the Board benefits from receiving a wide range of viewpoints and perspectives. Currently, one of our nine directors self-identifies as a woman and two self-identify as ethnically diverse. You can find more detailed information about our Board’s unique set of experiences and qualifications and Committee Charters on our website.



Stockholders may obtain a copy of our 2022 Sustainability Report on our website at http://armadahoffler.com/sustainability. The information contained on the Company's website is not incorporated by reference into this Proxy Statement.


Independence									Age



Average Tenure									Diversity


Proposal 1	Election of Directors	The election of the nine director nominees named in this Proxy Statement, each for a term expiring at the 2024 annual meeting of stockholders, and until his or her successor is duly elected and qualifies;
Proposal 2	Ratification of Ernst & Young LLP	The ratification of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023; and
Proposal 3	Advisory Vote on Executive Compensation	The approval (on an advisory, non-binding basis) of the compensation of our named executive officers.


Proposal 1 (Election of Directors)			The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required for the election of directors. For purposes of the election of directors, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
Proposal 2 (Ratification of Ernst & Young LLP)			The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. For purposes of the vote on the ratification of Ernst & Young LLP as our independent registered public accounting firm, abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
Proposal 3 (Advisory Vote on Executive Compensation)			The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. For purposes of the advisory vote on executive compensation, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.


						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.


						Mr. Carroll has served as a director since our initial public offering. Mr. Carroll is the President and Chief Executive Officer of Crestline Hotels & Resorts, LLC, a leading hospitality management company that manages 126 hotel properties throughout 29 states and the District of Columbia. Mr. Carroll originally joined Barceló Crestline Corporation in 2004 as Senior Vice President and Treasurer. He was named Chief Financial Officer in 2006 and promoted to President and Chief Executive Officer of Crestline Hotels & Resorts, LLC in 2010. Prior to joining Crestline, Mr. Carroll held several operations and financial management positions at Dell, Inc. Mr. Carroll served as a Naval Aviator and Lieutenant in the United States Navy. Mr. Carroll holds an M.B.A. from the Harvard Business School and is a graduate of the U.S. Naval Academy. He also serves on the Board of Directors for the American Hotel & Lodging Association (AHLA). Based on his experience in multiple executive roles at a leading company in the real estate industry, his demonstrated leadership abilities, and his financial expertise, we have determined Mr. Carroll should serve as a director.


						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.


						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.


						Mr. Haddad has served as Armada Hoffler's President and Chief Executive Officer and a director since the formation of the Company. He has served as the Vice Chairman of our Board of Directors since 2019. Mr. Haddad 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.


						Ms. Hardy has served as a director since March 2015 and has served as the Lead Independent Director since November 2022. Ms. Hardy retired as executive vice president of Public Policy and Corporate Communications at Dominion Resources in 2008, after 20 years as an executive with the company, where she was responsible for local, state, and federal relations in all states where Dominion did business, as well as media, communications, advertising, and The Dominion Foundation. In addition to her private sector experience, Ms. Hardy spent 17 years in local and state government, serving in several positions with the City of Portsmouth, Virginia from 1972 to 1981. She became Commissioner of Labor for Virginia in 1983, and served as Secretary of Health and Human Resources from 1986 to 1990 in the administration of Virginia Gov. Gerald L. Baliles. She served as Interim State Director for US Senator Mark R. Warner in 2009. She has served as Vice Chair of the State Council of Higher Education and on the Board of Trustees of her alma mater, Hood College as well as the Board of the Eastern Virginia Medical School. Based on her extensive experience in the public and private sectors, including as an executive at a publicly traded company, we have determined that Ms. Hardy should serve as a director.


						Mr. Hoffler has served as the Executive Chairman of our Board of Directors since our initial public offering. In this role, Mr. Hoffler provides executive level leadership while working with the Chief Executive Officer to shape strategy and mentor the executive leadership team. Additionally, Mr. Hoffler leverages business relationships built over his 45+ years in the real estate industry to aid the company when possible. Mr. Hoffler founded our predecessor entities in 1979 and served as chairman of the Board of Directors of our predecessor entities. Before founding our predecessor entities, Mr. Hoffler was employed as vice president of marketing for Eastern International, Inc., a commercial real estate development and construction company specializing in construction of warehouse and office buildings. Prior to that, Mr. Hoffler was employed as a regional manager for Dun and Bradstreet, a credit information provider. From 1992 through 1996, Mr. Hoffler served on the University of Virginia’s Board of Directors of Visitors. In 1987, he was chosen as the Outstanding Citizen of Hampton Roads, Virginia. In 1986, Mr. Hoffler was appointed to a five-year term in the Virginia Governor’s Advisory Board of Directors for Industrial Development for the Commonwealth of Virginia. Mr. Hoffler has also previously served on the boards of the Virginia Racing Commission, the Virginia Department of Game and Inland Fisheries, Virginia Department of Transportation, and as Chair of the Hampton Roads Partnership. He is a former director of the Shaw Group. Mr. Hoffler graduated from Campbell College with a degree in business. Based on his knowledge of our company, its business and properties and his extensive experience in the commercial real estate and construction industries, we have determined that Mr. Hoffler should serve as a director.


						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 for eight years, and served as its Chairman for a portion of that time. Mr. Kirk received a bachelor's degree from the University of Virginia and received a J.D. from Washington and Lee University School of Law, where he was elected to the Order of the Coif. Based on his knowledge of our company, its business and properties and his extensive experience in the commercial real estate and construction industries, we have determined that Mr. Kirk should serve as a director.


						Mr. Snow has served as a director since our initial public offering and as our Lead Independent Director from 2013 to 2019. Mr. Snow currently serves as the Chairman of Cerberus Management. From February 2003 until June 2006, Mr. Snow served as United States Treasury Secretary under President George W. Bush, a position in which he was a key voice on domestic and global economic issues and helped to steer the effort to pass the 2003 Jobs and Growth Tax Relief Act. Mr. Snow was Chairman and Chief Executive Officer of CSX Corporation (NYSE: CSX), one of America’s leading transportation companies from 1989 until 2003 when he went to Treasury. While in that capacity, he also served as Chairman of the Business Roundtable and on the Business Council’s executive committee, a prestigious business policy group comprised of 250 chief executive officer of the nation’s largest companies. In addition, Mr. Snow co-chaired the influential Conference Board’s Blue Ribbon Commission on Public Trust and Private Enterprises. Mr. Snow served on the board of Dominion Midstream Partners (NYSE: D) from 2014 to 2019 and on the board of Marathon Petroleum Corporation (NYSE: MPC) from 2011 to 2017. Mr. Snow holds a B.A. from University of Toledo, a master’s from The Johns Hopkins University, a law degree from the George Washington University, and a Ph.D in Economics from the University of Virginia. Based on his extensive experience with complex economic issues, his service as the US Secretary of the Treasury, his service on the boards of multiple public companies and his exemplary record of leadership, we have determined that Mr. Snow should serve as a director.


	Year Ended December 31, 2022 ($)	Year Ended December 31, 2021 ($)

Audit Fees(1)	1,298,016	1,238,001
Tax Fees(2)	392,183	345,805
All Other Fees(3)	5,550	2,690
Total	1,695,749	1,586,496


Position	Minimum Ownership Requirement	Minimum Required Ownership of Qualifying Securities(1) (as of April 1, 2023) ($)	Value of Qualifying Securities owned as of April 1, 2023(2) ($)

Chief Executive Officer	5x annual base salary
Louis S. Haddad(3)		5,291,000	34,014,031
Chief Financial Officer	3x annual base salary
Matthew T. Barnes-Smith(4)		1,050,000	175,506


Other Executive Officers	3x annual base salary
Eric E. Apperson		1,236,000	4,184,226
Shelly R. Hampton		1,125,000	1,746,167
Shawn J. Tibbetts(5)		1,500,000	904,476
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		270,000	324,906
James A. Carroll		270,000	409,658
James Cherry		270,000	572,399
Dennis H. Gartman(6)		270,000	—
Eva S. Hardy		270,000	229,256
John W. Snow		270,000	2,489,224


Elements of 2022 Non-Employee Director Compensation ($)
Annual Cash Retainer			50,000
Annual Equity Award of Restricted Shares			40,000
Additional Annual Cash Retainers for:
Lead Independent Director			10,000
Audit Committee Chair			7,500
Compensation Committee Chair			5,000
Nominating and Corporate Governance Committee Chair			5,000


Elements of 2023 Non-Employee Director Compensation ($)

Annual Cash Retainer			55,000
Annual Equity Award of Restricted Shares			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


Independent Directors	Fees Earned or Paid in Cash ($)		Stock Awards(1) ($)	All Other Compensation(2) ($)	Total ($)


George F. Allen	55,000		40,000	2,072	97,072
James A. Carroll	57,500	(3)	40,000	2,072	99,572
James C. Cherry	60,000		40,000	2,072	102,072
Dennis H. Gartman	25,000		—	—	25,000
Eva S. Hardy	55,000		40,000	2,072	97,072
Dorothy S. McAuliffe	12,500		—	993	13,493
John W. Snow	50,000	(4)	40,000	2,072	92,072


Name	Automobile Allowance or Personal Use of Company Automobile (a) ($)	Tax Return Prep Fees ($)	Administrative Support ($)	Dividends on Unvested Restricted Stock ($)	Other (b) ($)	Total ($)

Daniel A. Hoffler	37,375	13,500	57,810	5,714	16,977	131,376
A. Russell Kirk	—	—	—	2,072	5,908	7,980



Matthew T. Barnes-Smith									Chief Financial Officer, Treasurer and Corporate Secretary


						Mr. Barnes-Smith joined as our Executive Vice President of Finance in September 2020 and was appointed as the Chief Financial Officer in March 2022. Since he joined in 2020, Mr. Barnes-Smith has been responsible for overseeing the organization in the areas of financial planning, accounting, strategy, and risk management. Mr. Barnes-Smith previously served as the Chief Administration Officer for The Port of Virginia from July 2017 to September 2020, where he was accountable for various business functions including financial analytics and reporting, as well as procurement and cost control. From December 2013 to June 2017, Mr. Barnes-Smith served as the Vice President Strategic Planning & Analytics for The Port of Virginia. He earned his Bachelor’s degree in Economics with Finance from Oklahoma State University, where he also received his Master’s degree in Economics.


						Mr. Tibbetts joined as our Chief Operating Officer in 2019 and was appointed as an executive officer in February 2020. Mr. Tibbetts is responsible for aligning the day-to-day operations of the Company’s various business lines and support groups with the corporate goals set by the CEO and Board of Directors. Mr. Tibbetts has more than 15 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.