AH Realty Trust, Inc DEF 14A, filed Apr 25, 2025

AH Realty Trust, Inc. (AHRT)

DEF 14A 2025-04-25 For: 2025-06-18

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Added on June 12, 2026

About this DEF 14A

AH Realty Trust, Inc filed this DEF 14A on April 25, 2025.

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¨						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,


Shawn J. Tibbetts						Louis S. Haddad
Chief Executive Officer and President						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 2026 annual meeting of stockholders and until their successors are duly elected and qualify;

2						To approve Amendment No. 2 to the Armada Hoffler Properties, Inc. Amended and Restated 2013 Equity Incentive Plan (the "Equity Incentive Plan") to (i) increase the number of shares reserved for issuance thereunder by 3,500,000 shares and (ii) adopt a new ten-year term for the Equity Incentive Plan.

3						To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025;

4						To approve, in a non-binding, advisory vote, the compensation of our named executive officers;

5						The determination, in a non-binding, advisory vote, of whether a stockholder vote to approve the compensation of our named executive officers should occur every one, two or three years; and

6						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 Officers	46
Sustainability and Diversity	6	Executive Compensation	48
About the Meeting	8	Compensation Discussion and Analysis	48
Proposal 1: Election of Directors	13	Compensation Committee Interlocks and Insider Participation	61
Vote Required and Recommendation	19
Proposal 2: Approval of Amendment No. 2 to the Amended and Restated 2013 Equity Incentive Plan	20	CEO Pay Ratio	61
		Compensation Committee Report	62
Equity Compensation Plan Information	28	Summary Compensation Table	63
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm	30	Grants of Plan-Based Awards	64
		Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table	64
Vote Required and Recommendation	30
Corporate Governance and Board Matters	32	Outstanding Equity Awards at Fiscal Year-End December 31, 2024	65
Corporate Governance Profile	32
Majority Voting Standard for Uncontested Director Elections	33	2024 Option Exercises and Stock Vested	66
		Potential Payments Upon Termination or Change in Control	66
Stockholder Amendments to Bylaws	33
Stock Ownership Guidelines	33	Pay versus Performance	70
Insider Trading Policy	35	Report of the Audit Committee	74
Hedging, Pledging and Short-Term Speculative Transactions	35	Principal Stockholders	75
		Certain Relationships And Related Party Transactions	78
Information Security	35	Related Party Transaction Policy	78
Succession Planning	36	Related Party Transactions	78
Role of the Board in Risk Oversight	37	Proposal 4: Advisory Vote On Executive Compensation	79
Board Committees	37	Vote Required and Recommendation	79
Director Selection Process	39	Proposal 5: Advisory Vote on Frequency of Holding an Advisory Vote on Executive Compensation	80
Code of Business Conduct and Ethics	40
Availability of Corporate Governance Materials	40	Other Matters	81
Independence of Directors	41	Delinquent Section 16(a) Reports	81
Board Leadership Structure	41	Other Matters to Come Before the 2025 Annual Meeting	81
Board and Committee Meetings	42	Stockholder Proposals and Nominations for the 2026 Annual Meeting	81
Annual Meeting Attendance	42
Executive Sessions of Non-Management Directors	42	Proxy Access Procedures for the 2026 Annual Meeting	81
Communications with the Board	42	Householding of Proxy Materials	81
Director Compensation	42


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


96%		13.7%	$650M	(1)	$2.4B
Operating portfolio occupancy as of December 31, 2024		2024 Commercial GAAP Releasing Spread	Development projects in our pipeline as of December 31, 2024		Total enterprise value at December 31, 2024, comprised of 52% debt and 48% equity
952	K	$1.29	1.9%		6.8	%
Square feet of new and renewed leases		Normalized funds from operations per diluted share	Increase to Same Store net operating income ("NOI")		Year over year property segment NOI increase
(1) Reflects the full costs of development projects in our pipeline. As of December 31, 2024, we had 50% and 78% (with the option to increase our ownership to 90%) ownership interest in two development projects that have an estimated cost of $277.9 million and $239.3 million respectively.


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


• 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 bylaws permit 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, real estate, and transportation. •Experience includes the positions of Chief Executive Officer, Chairman, Governor of Virginia, and Chief Real Estate and Corporate Sustainability Officer. •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 •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

						10.2% of our Company was owned by our named executive officers and directors* as of December 31, 2024 *Including their trusts

						67% of our director nominees 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 95.9% stockholder approval in 2024, representing our sixth consecutive year of above 95% support since our inaugural "Say-on-Pay" vote.


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)	—		—		—	—


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



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 2024, Armada Hoffler and its officers and employees were recognized through several awards, including: •Virginia Business 2024 Best Places to Work •Globe St.'s 2024 Influencers in Retail Real Estate •Globe St.'s CRE's 2024 Best Places to Work •Virginia Business 100 People to Meet in 2024: Shawn Tibbetts •Virginia Business 500 Power List: Shawn Tibbetts and Lou Haddad •Inside Business’ 2024 Power List: Shawn Tibbetts, Lou Haddad, and Dan Hoffler



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 invest 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 respective roles. Training ranges from first aid, workplace violence, and CPR training to hazardous waste operations, ladder safety, and emergency response training.



BOARD LEADERSHIP As of December 31, 2024, our Board of Directors consisted of nine directors, six of whom are independent based on SEC and New York Stock Exchange (the "NYSE") rules for director independence. Neither Mr. A. Russell Kirk nor Ms. Eva S. Hardy are standing for re-election as a director at the Annual Meeting. Effective January 1, 2025, the Board increased the size of the Board to ten directors and appointed Shawn J. Tibbetts, the Chief Executive Officer and President of the Company, to the Board. Effective March 1, 2025, the Board appointed Jennifer R. Boykin to the Board, temporarily increasing the size of the Board to eleven directors. In connection with the appointment of Ms. Boykin, 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. The Board is supported by a lead independent director. The Board has three standing 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.



Stockholders may obtain a copy of our 2024 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.


Proposal 1	Election of Directors	The election of the nine director nominees named in this Proxy Statement, each for a term expiring at the 2026 annual meeting of stockholders, and until his or her successor is duly elected and qualifies;
Proposal 2	Amendment No. 2 to the Equity Incentive Plan	The approval of Amendment No. 2 to the Equity Incentive Plan to (i) increase the number of shares reserved for issuance thereunder by 3,500,000 shares and (ii) adopt a new ten-year term for the Equity Incentive Plan;
Proposal 3	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, 2025; and
Proposal 4	Advisory Vote on Executive Compensation	The approval (on an advisory, non-binding basis) of the compensation of our named executive officers.
Proposal 5	Advisory Vote on Frequency of Holding an Advisory Vote on Executive Compensation	The determination (on a non-binding, advisory basis) of whether a stockholder vote to approve the compensation of our named executive officers should occur every one, two or three years.


Proposal 1 (Election of Directors)			The affirmative vote of a majority of the votes cast for or against a nominee 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 (Amendment No. 2 to the Equity Incentive Plan)			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, although they will be considered present for the purpose of determining the presence of a quorum.
Proposal 3 (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, 2025. 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 4 (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.
Proposal 5 (Advisory Vote on Frequency of Holding an Advisory Vote on Executive Compensation)			A plurality of the votes cast is required for our stockholders to recommend, on a non-binding, advisory basis, a preferred frequency of an advisory vote on executive compensation. For purposes of the advisory vote on the frequency of holding an 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.


						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.


						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.


						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 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.


						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.


						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.


						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.


						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.


	2022	2023	2024
Time-Based Awards Granted	288,677	434,053	459,982
Performance-Based Awards Granted	47,500	47,500	50,000
Total Full-Value Awards Granted	336,177	481,553	509,982
Weighted Average Common Shares and OP Units Outstanding (1)	88,192,000	88,864,000	92,326,330
Annual Burn Rate	0.38%	0.54%	0.55%
3-Year Average Burn Rate	0.49%


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	—	—


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


	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


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


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


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


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