George Allen
About George F. Allen
George F. Allen (age 73) is an Independent Director of Armada Hoffler Properties, Inc. (AHH) and has served on the Board since 2013. He is President of George Allen Strategies and previously served in elected government roles (House of Delegates, U.S. House of Representatives, Governor of Virginia, U.S. Senate); he holds undergraduate and law degrees from the University of Virginia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commonwealth of Virginia | Governor of Virginia; Secretary roles earlier in career | Not disclosed | State leadership and public policy experience |
| U.S. Senate | U.S. Senator; Chairman, National Republican Senatorial Committee (2004 cycle) | Not disclosed | National legislative leadership and political oversight |
| U.S. House of Representatives; VA House of Delegates | Legislator | Not disclosed | Legislative experience and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| George Allen Strategies | President | Current | Consulting firm; private company |
| Lee Technologies; nanoRisk Assessment; Material Intellect, Inc. | Board member | Not disclosed | Technology companies; private (not disclosed as public) |
| Young America’s Foundation (Reagan Ranch) | Reagan Ranch Presidential Scholar; Board of Governors | Current | Education/advocacy role |
| Appalachian School of Law | Board of Trustees | Current | Academic governance |
Board Governance
- Independence: The Board affirmatively determined Allen is “independent” under NYSE and SEC rules .
- Committee assignments: Member, Compensation Committee; Chair, Nominating and Corporate Governance Committee .
- Attendance: All directors attended at least 75% of aggregate Board and applicable committee meetings in 2024; the Board met 3 times, Audit 7, Compensation 3, Nominating 2 .
- Oversight: As Nominating Chair, Allen oversees corporate governance guidelines and sustainability policy recommendations; the management Sustainability Committee reports annually to Nominating .
- Lead Independent Director: Eva Hardy served as LID; upon her retirement, James Carroll is intended to be appointed LID, strengthening independent oversight .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 65,000 | Comprises $55,000 annual retainer plus applicable chair fees (Nominating Chair $10,000) per policy |
| Equity Awards (grant-date FV) | 48,266 | Annual award of restricted shares or Time-Based LTIP units; unit count consistent across directors; vest at next annual meeting |
| All Other Compensation (dividends) | 3,900 | Dividends on unvested restricted shares/LTIP units |
| Total | 117,166 | — |
Director compensation policy (for non-employee directors):
- Annual cash retainer $55,000; annual equity award $55,000; chair retainers: Audit Chair $12,500, Compensation Chair $10,000, Nominating Chair $10,000; Lead Independent Director $15,000 .
- Equity vests at next annual meeting; all director equity awards vest on change-in-control .
Performance Compensation
- Structure: Director equity awards are time-based (restricted shares or Time-Based LTIP units) with one-year vesting to the next annual meeting; no director performance metrics disclosed for equity (performance metrics apply to executives) .
- Change-in-control: Director awards vest in full upon change in control per plan terms .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company directorships (current) | None disclosed in proxy biography for Allen |
| Compensation committee interlocks | None during FY2024; committee (Allen, Cherry, Hardy) had no interlocks per SEC rules |
Expertise & Qualifications
- Legal and governance: UVA Law; extensive public-sector governance experience .
- Board leadership: Current Chair of Nominating & Corporate Governance Committee; oversight of corporate governance guidelines and board evaluations .
- Sustainability oversight: Nominating receives annual reporting from management Sustainability Committee .
Equity Ownership
| Holding (as of Apr 21, 2025) | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 29,676 | <1% of common shares outstanding |
| OP units + Time-Based LTIP units beneficially owned | 9,626 | Included in beneficial tally |
| Total (common + OP + LTIP) | 39,302 | <1% of combined shares/units |
| Preferred shares beneficially owned | 2,000 | <1% of preferred |
| Stock ownership guideline minimum (director) | $330,000 | Guideline equals 3x annual retainer + equity award |
| Value of Qualifying Securities (Apr 1, 2025) | $402,059 | Exceeds guideline; compliance measured annually |
Policy controls:
- Insider trading policy with blackout periods; 10b5-1 plans permitted .
- Anti-hedging/derivatives: Prohibits purchase/sale of puts/calls/options and hedging/monetization transactions .
- Clawback policy: NYSE/Exchange Act-compliant executive incentive compensation recoupment; no recoveries required in 2024 (directors not expressly covered unless “Executive Officer”) .
Governance Assessment
- Board effectiveness: Allen’s independence and leadership as Nominating Chair support strong governance (annual board/committee self-evaluation, majority voting, proxy access) .
- Alignment: Exceeds director stock ownership guideline ($402,059 vs $330,000), indicating skin-in-the-game and alignment with shareholders .
- Engagement: 2024 attendance threshold met at Board-level and committee-level across directors; Nominating met twice, Compensation thrice—reflects active committee cadence .
- Pay structure: Balanced cash retainer with time-based equity; no director performance-conditioned awards, but governance-friendly features (no options repricing, no evergreen, non-transferable awards, no tax gross-ups) under the broader plan .
- Say-on-pay signal: 95.9% approval in 2024 indicates strong investor support for compensation governance more broadly .
RED FLAGS
- Related-party transactions: None disclosed involving Allen; Company maintains formal related person transaction approval policy .
- Section 16(a): No delinquent filings disclosed for Allen; one late filing noted for another director (Kirk) unrelated to Allen .
- Hedging/pledging: Hedging and speculative derivatives prohibited; no pledging disclosure for Allen—no pledging noted in proxy .
Implications for investors: Allen’s role as Nominating Chair and adherence to ownership guidelines bolster board oversight, refreshment, and sustainability governance. Lack of related-party exposure and strong policy controls (anti-hedging, clawback) reduce governance risk. The absence of director performance-linked equity is typical for REIT boards but places emphasis on committee effectiveness and alignment via ownership .