Dennis Gartman
About Dennis H. Gartman
Dennis H. Gartman, age 74, has served as an independent director of Armada Hoffler Properties, Inc. (AHH) since 2022. He is a capital markets veteran best known as the former Editor and Publisher of The Gartman Letter (retired Dec 2019 after 30+ years), with prior roles spanning futures brokerage, financial futures analysis, FX/money markets trading, and economics. He holds a bachelor’s degree from The University of Akron and is designated by AHH as an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Gartman Letter L.C. | Editor & Publisher | “Over 30 years,” retired Dec 2019 | Daily commentary on global capital markets; market educator and speaker |
| Sovran Bank | Led futures brokerage operation | Not disclosed | Futures brokerage leadership |
| A.G. Becker & Company | Chief Financial Futures Analyst | Not disclosed | Financial futures analysis |
| Chicago Board of Trade | Independent member | Not disclosed | Market participant |
| NCNB National Bank | Trader (FX and money market instruments) | Not disclosed | Trading and liquidity expertise |
| Cotton, Inc. | Economist (U.S. textile industry supply/demand) | Not disclosed | Macro/industry analysis |
| Kansas City Board of Trade | Outside Director | 2006–2008 | Exchange oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Akron | Chair, Investment Committee | Since Aug 2013 | Oversees endowment investments |
| North Carolina State University | Board of Directors, Office of Investments | Since Jan 2008 | Investment oversight |
| PRTI, Inc. (tire recycling) | Board Member | Jan 2018–Aug 2021 | Private company board experience |
Board Governance
- Independence: The Board affirmatively determined Mr. Gartman is independent under NYSE and SEC rules.
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert; Audit Committee met 7 times in 2024. Not listed as a member of the Compensation or Nominating & Corporate Governance Committees.
- Attendance and engagement: In 2024, the Board met 3 times; all directors attended at least 75% of Board and committee meetings; directors are expected to attend the annual meeting and all then‑serving directors attended the 2024 annual meeting. Non‑management directors meet in executive session at least quarterly.
- Board structure and leadership: Separate Executive Chairman and CEO roles as of Jan 1, 2025; a Lead Independent Director role exists (transitioning from Eva S. Hardy to James A. Carroll following the 2025 annual meeting).
- Risk oversight: The Audit Committee oversees major financial/cyber risks, internal controls, legal/regulatory compliance, and auditor performance.
Fixed Compensation (Director)
| Component | Policy / Amount | Mr. Gartman 2024 Actual |
|---|---|---|
| Annual cash retainer | $55,000 | $55,000; he elected to receive $27,500 in fully vested shares in lieu of cash (portion of retainers) |
| Annual equity award | $55,000 in restricted shares or Time‑Based LTIP units (director’s choice); vests at the next annual meeting; vests in full upon a change in control | $55,000; elected restricted shares (higher ASC 718 fair value vs LTIPs for same unit count) |
| Committee chair fees | Audit Chair $12,500; Comp Chair $10,000; N&CG Chair $10,000 | N/A (not a chair) |
| Lead Independent Director fee | $15,000 | N/A |
| All other compensation (dividends on unvested equity) | N/A (policy item) | $3,900 |
- Total reported 2024 director compensation for Mr. Gartman: $113,900 (cash $55,000; equity $55,000; other $3,900).
Performance Compensation
- AHH does not disclose performance‑based compensation for non‑employee directors; annual equity awards are time‑based (restricted shares or Time‑Based LTIP units) and vest at the next annual meeting (accelerated on change in control).
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Mr. Gartman.
- Compensation Committee interlocks: Company disclosed no interlocks during 2024; the Compensation Committee members were Cherry (Chair), Allen, and Hardy (Mr. Gartman is not on this committee).
Expertise & Qualifications
- Capital markets expertise: 30+ years publishing The Gartman Letter; prior leadership in futures brokerage, financial futures analysis, FX/money markets trading, and economic analysis.
- Financial oversight: Audit Committee member and designated Audit Committee Financial Expert.
- Education: Bachelor’s degree from The University of Akron.
Equity Ownership
| Holder | Common Shares Beneficially Owned | OP Units & Time‑Based LTIP Units | Total Beneficial (Shares + Units) | Ownership % (All Shares+Units) |
|---|---|---|---|---|
| Dennis H. Gartman | 34,701 | — | 34,701 | <1% |
- Stock ownership guidelines (non‑employee directors): Minimum 3× the value of annual equity award plus annual cash retainer; Mr. Gartman’s minimum was $330,000 and his Qualifying Securities were valued at $354,991 as of April 1, 2025 (valuation method disclosed).
- Insider trading policies: Company prohibits hedging/short‑term speculative transactions; maintains blackouts/10b5‑1 plan framework.
- Clawback: Compensation Recoupment Policy adopted (effective Oct 2, 2023); no recoupments in 2024.
Governance Assessment
- Strengths for investor confidence: Independent director with deep capital markets experience; Audit Committee Financial Expert; Audit Committee met 7× in 2024; Board‑level attendance standards met; robust insider trading and clawback policies; director ownership guidelines with Mr. Gartman holding above the stated minimum as of April 1, 2025.
- Compensation alignment: Director pay mix includes meaningful equity with annual vesting at the next meeting; ability to take cash retainers in stock further aligns interests (Mr. Gartman elected to do so).
- Conflict controls: Related person transaction policy requires Audit Committee review/approval and disclosure; Audit Committee oversees compliance and enterprise risks.
- Shareholder sentiment: Say‑on‑pay support was 95.9% in 2024, indicating broad support for AHH’s overall compensation governance framework.
Notes and References
- Director since 2022; age 74 as of April 25, 2025; biography (background, education, prior roles, and external investment governance roles).
- Committee assignments and Audit Committee charter scope; Audit Committee Financial Expert designation and 2024 meeting cadence.
- Independence status.
- Board, committee, and annual meeting attendance; independent director executive sessions.
- Director compensation schedule and Mr. Gartman’s 2024 compensation details and elections.
- Beneficial ownership table (shares/units/percent).
- Stock ownership guidelines and individual guideline/holdings values.
- Insider trading, anti‑hedging, and clawback policies.
- Compensation Committee interlocks disclosure.
- Say‑on‑pay support.
RED FLAGS
- None specific to Mr. Gartman were disclosed in the proxy regarding related‑party transactions, Section 16(a) delinquencies, or attendance shortfalls; Section 16(a) delinquency was noted only for a different director (A. Russell Kirk). Governance policies addressing hedging and compensation recoupment are in place.