Blair Wimbush
About F. Blair Wimbush
Independent director (age 69) at Armada Hoffler Properties, Inc. since March 2024, with deep real estate, legal, and sustainability credentials. Former Chief Real Estate and Corporate Sustainability Officer at Norfolk Southern (NYSE:NSC) and long-tenured senior legal executive; JD from the University of Virginia School of Law and BA from the University of Rochester, with management programs at Duke Fuqua and Harvard Business School . Determined independent by the Board under NYSE and SEC rules and designated an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norfolk Southern Corporation (NYSE:NSC) | Chief Real Estate & Corporate Sustainability Officer | Nov 2007 – May 2015 | Oversaw corporate real estate strategy and sustainability |
| Norfolk Southern | Vice President, Real Estate | 2004 – 2007 | Led real estate function |
| Norfolk Southern | Senior General Counsel and other legal roles | 1980 – 2004 | Senior legal leadership across the enterprise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atlantic Union Bankshares Corporation | Director | Current | Public company board service |
| LifeNet Health, Inc. | Director | Current | Non-profit/health sector board |
| Virginia Environmental Endowment | Director | Current | Environmental governance |
| UVA Law School Foundation | Honorary Trustee (former Chair) | Current/Historic | Alumni foundation governance |
| Virginia Port Authority | Commissioner & Vice Chairman (former) | Historic | State authority oversight |
Board Governance
- Committees: Audit Committee member and Audit Committee financial expert; Nominating & Corporate Governance Committee member .
- Independence: Affirmatively determined independent by the Board; all standing committees comprised solely of independent directors .
- Attendance/Engagement: Board met 3x in FY2024; Audit Committee met 7x; Nominating & Corporate Governance Committee met 2x. All directors attended ≥75% of meetings and attended the 2024 annual meeting; independent directors hold executive sessions at least quarterly .
- Lead Independent Director: Role established; chaired by Eva Hardy (not standing for re-election), with James Carroll expected to assume post after the 2025 annual meeting .
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Cash Fees | 39,973 | Elected to receive cash retainers in fully vested shares under the Equity Incentive Plan |
| Equity Award (restricted shares or Time-Based LTIP units) | 48,266 | 4,981 LTIP units granted in 2024 outstanding at year-end |
| All Other Compensation | 2,473 | Dividends on unvested equity |
| Total | 90,712 | Non-employee director 2024 compensation |
Director compensation policy (non-employee): annual cash retainer $55,000; annual equity award $55,000; additional chair retainers; equity vests on the next annual meeting and accelerates on change in control; directors may elect up to 100% of retainers in fully vested stock/LTIP units .
Performance Compensation
- None disclosed for non-employee directors; director equity awards are time-vested (no performance metrics) and vest fully on change in control .
Other Directorships & Interlocks
| Company | Relationship to AHH | Potential Interlock/Conflict |
|---|---|---|
| Atlantic Union Bankshares Corporation | Unrelated industry (banking) | No related-party transactions disclosed with AHH |
| Virginia Port Authority (former) | Government authority | AHH management includes executives with Port of Virginia backgrounds, but no transactions disclosed; monitor for any future dealings |
Expertise & Qualifications
- Real estate and sustainability leadership (former CRESO at NSC); extensive legal experience; recognized audit financial expertise suitable for Audit Committee oversight .
- Education: BA (University of Rochester), JD (UVA Law), management programs at Duke Fuqua and Harvard Business School .
Equity Ownership
| Holding | Quantity | Ownership %/Value |
|---|---|---|
| Common Shares | 21,508 | <1% of outstanding common shares |
| Time-Based LTIP Units (vested or vesting within 60 days of 4/21/2025) | 4,981 | Included in combined beneficial tally |
| Combined (Common + OP/LTIP units) | 26,489 | <1% of combined equity interests |
| Director Ownership Guideline (Minimum) | $330,000 | Directors must hold ≥3x annual cash retainer + equity award |
| Qualifying Securities Value (as of 4/1/2025) | $267,177 | Compliance deadline: March 22, 2029 (joined Board 3/22/2024) |
Policy signals:
- Hedging and pledging prohibited; 1-year post-vesting retention on net shares; annual compliance measurement April 1 .
Governance Assessment
- Committee Effectiveness: Wimbush enhances Audit oversight as a designated financial expert; relevant domain experience in real estate and sustainability strengthens risk and asset governance .
- Independence & Attendance: Meets independence standards; Board and committee attendance met thresholds; participates in executive sessions .
- Alignment & Ownership: Holds meaningful equity but currently below guideline threshold ($267k vs $330k); compliant timeline extends to 2029 given appointment date—watch for progress as a signal of alignment .
- Compensation Practices: Director pay structure is conventional (cash + time-based equity) with change-in-control acceleration; no performance-linked director pay—appropriate for director independence .
- Conflicts/Related Parties: No related-party transactions disclosed involving Wimbush; no delinquent Section 16 filings noted (exception noted for another director) .
- Shareholder Signals: Strong say-on-pay support (95.9% in 2024) indicates broad confidence in compensation governance, indirectly supportive of board oversight quality .
RED FLAGS: None disclosed specific to Wimbush (no related-party transactions, no hedging/pledging, no attendance issues). Monitor ownership guideline progression and any future transactions involving organizations tied to his network (e.g., banking or port-related entities) for potential conflicts .