Daniel Hoffler
About Daniel A. Hoffler
Daniel A. Hoffler (age 76) is Chairman Emeritus and Director at Armada Hoffler Properties, Inc., serving on the board since 2013. He founded Armada Hoffler’s predecessor entities in 1979 and previously served as Executive Chairman until June 2024; he holds a business degree from Campbell College. He is not an independent director under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Armada Hoffler predecessor entities | Founder; Chairman of predecessor boards | Founded 1979; years prior to IPO | Built commercial real estate and construction platform |
| Armada Hoffler Properties, Inc. | Executive Chairman (pre-2024), Chairman Emeritus (since Jun-2024) | Executive Chairman until Jun-2024; Chairman Emeritus from Jun-2024 | Mentorship, succession planning, industry relationships |
| University of Virginia | Board of Visitors | 1992–1996 | Governance oversight |
| Commonwealth of Virginia bodies (Virginia Racing Commission, Dept. of Game and Inland Fisheries, Dept. of Transportation) | Board/Commission member | Various prior service | Public sector oversight and regional economic development |
| Hampton Roads Partnership | Chair | Prior service | Regional economic development leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Shaw Group | Former Director | Prior service (dates not disclosed) | Corporate board experience |
Board Governance
- Independence: Not independent per NYSE/SEC; board committees comprised solely of independent directors .
- Committee assignments: None; Audit, Compensation, and Nominating & Corporate Governance Committees are independent-only .
- Attendance: Board met 3 times in FY2024; all directors attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Executive Chairman (Louis S. Haddad) and CEO roles separated effective Jan 1, 2025; Lead Independent Director transitioning from Eva S. Hardy to James A. Carroll after the 2025 annual meeting; independent directors meet in executive session at least quarterly .
- Governance policies: Majority voting in uncontested elections; proxy access; stock ownership guidelines; anti-hedging policy; compensation clawback; board refreshment policy (age 80 cap) .
Fixed Compensation (Director)
| Element | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash compensation | 213,757 | Paid bi-weekly while Executive Chairman and then Chairman Emeritus |
| Annual equity award | 48,266 | 4,981 LTIP units/restricted shares grant date fair value; vests at next annual meeting |
| All other compensation (perqs/dividends) | 48,346 | Auto allowance $18,757; tax prep $14,783; admin support $4,850; dividends $6,772; other $3,184 |
| Chairman Emeritus retainer | 25,000 | Additional annual retainer; only through 2025 annual meeting |
| Office space | — | Provided at no incremental cost to the Company |
2025 non-employee director schedule remains: $55,000 cash retainer, $55,000 equity; Lead Independent Director $15,000; Audit Chair $12,500; Compensation Chair $10,000; Nominating Chair $10,000; Chairman Emeritus $25,000 (only until annual meeting) .
Performance Compensation (Company incentive framework overseen by the Board)
Directors’ annual equity grants are time-based (no performance conditions) and vest at the next annual meeting; the company does not grant stock options to directors . The Board’s Compensation Committee sets executive performance metrics:
| Metric | Weight | Threshold | Target | Maximum | Actual (2024) |
|---|---|---|---|---|---|
| Normalized FFO ($MM) | 30% | 109.0 | 111.9 | 114.5 | 118.893 |
| Normalized FFO/Share ($) | 50% | 1.21 | 1.24 | 1.27 | 1.29 |
| Individual goals | 20% | Committee-assessed | Committee-assessed | Committee-assessed | Committee assessed achievements (e.g., succession execution) |
Beginning 2025, STIP for CEO/CFO is cash-based with weights: FFO/share 50%, Portfolio NOI growth 20%, Multifamily same-store NOI growth 10%, Individual 20%; threshold 50% of target; max 150% .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None disclosed . |
| Prior public boards | The Shaw Group (former director) . |
| Non-profit/government boards | UVA Board of Visitors (1992–1996); various Virginia commissions and departments; Chair of Hampton Roads Partnership . |
| Committee roles elsewhere | Not detailed . |
Expertise & Qualifications
- Founder-level real estate and construction operating experience; decades of leadership in commercial real estate/development .
- Regional civic and public sector appointments indicating stakeholder network and public-private experience .
- Business degree (Campbell College) .
Equity Ownership
| Security | Amount | % of Common Shares | Notes |
|---|---|---|---|
| Common shares | 266,647 | <1% | |
| OP units + Time-Based LTIP units | 5,414,054 | — | Includes 126,290 OP units held by a trust; beneficial ownership disclaimed for trust units |
| Total beneficial (shares + OP + LTIP) | 5,680,701 | 5.6% of combined shares/OP/LTIP | Preferred shares: 4,000 |
| Qualifying Securities (for ownership guidelines) | 5,680,701 | — | Directors must hold ≥3x annual retainer + equity award; Qualifying Securities include shares, OP units, time-vesting awards (performance awards count if targets met) |
| Group insider ownership | — | 10.2% (directors/executives including trusts) |
Policies: Anti-hedging policy prohibits derivatives and monetization transactions; ownership measured annually; retention of net shares for 1 year post-vesting and until guideline compliance .
Governance Assessment
-
Strengths:
- Founder expertise and deep company/institutional knowledge; long-tenured leadership supports continuity .
- Significant beneficial ownership (5.6%) aligns interests with shareholders; directors/executives collectively own ~10.2% .
- Board employs majority voting, proxy access, independent-only committees, quarterly independent executive sessions, clawback and anti-hedging policies .
- Strong recent say-on-pay support (95.9% approval in 2024), indicating shareholder confidence in compensation oversight .
-
Concerns / RED FLAGS:
- Non-independent status and founder role can pose conflicts in oversight; he does not serve on independent committees (Audit, Compensation, Nominating & Governance) .
- Perquisites and additional Chairman Emeritus retainer (auto allowance, tax prep, admin support, dividends on unvested stock; $25,000 Chairman Emeritus retainer; office space at no incremental cost) may be viewed as shareholder-unfriendly if not tightly justified .
- Equity plan expansion (additional 3.5M shares; potential dilution ~3.3% of shares outstanding, or ~3.5% including remaining available shares) requires vigilant monitoring of dilution and award practices .
- No explicit disclosure of share pledging for Hoffler; company prohibits hedging/derivatives but policy text does not clearly state a pledging ban—investors may seek clarity on pledging restrictions .
-
Engagement/Attendance:
- Board met 3 times in 2024; all directors ≥75% attendance; executive sessions at least quarterly .
Director Compensation Summary (Daniel A. Hoffler)
| Year | Cash ($) | Equity ($) | Perqs/Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 213,757 | 48,266 | 48,346 | 310,369 |
Breakdown of “All Other” 2024: Auto allowance $18,757; tax prep $14,783; admin support $4,850; dividends on unvested restricted stock $6,772; other $3,184 . Chairman Emeritus retainer: $25,000 (only until the 2025 annual meeting) . Director equity awards vest at the next annual meeting; full vesting on change in control .
Related-Party / Conflicts Review
- Related party transaction framework requires Audit Committee review/approval; indemnification agreements in place for directors .
- Specific benefits: office space provided to Hoffler and Kirk “at no incremental cost” (monitor value/usage) .
- No loans or specific business transactions involving Hoffler disclosed in the latest proxy beyond director perquisites and retainer .
Say-on-Pay & Peer Group Context
- Say-on-pay: 95.9% approval in 2024; Board expects annual advisory vote cadence .
- Executive compensation peer group for 2024 includes diversified REITs (e.g., AKR, AIV, ALEX, AAT, CSR, CTO, ELME, IVT, JBGS, ONL, PDM, WSR); positioning guided by size and asset mix .
Notes on Committee Oversight
- Audit Committee: Carroll (Chair), Cherry, Gartman, Wimbush; 7 meetings in 2024; cybersecurity oversight .
- Compensation Committee: Cherry (Chair), Allen, Hardy; 3 meetings in 2024; consultant Ferguson Partners (independent) .
- Nominating & Corporate Governance Committee: Allen (Chair), Hardy, Cherry, Wimbush; 2 meetings in 2024; oversees sustainability policies .
Annual Meeting and Voting Logistics
- 2025 Annual Meeting: June 18, 2025, virtual; record date April 21, 2025 .
- Nine nominees (including Hoffler) recommended FOR; majority voting standard; average director tenure nine years .