James Carroll
About James A. Carroll
James A. Carroll (age 57) has served as an Independent Director of Armada Hoffler Properties, Inc. since 2013. He is President & CEO of Crestline Hotels & Resorts, LLC and previously served as CFO of Barceló Crestline (2006) after joining in 2004; earlier, he held operations and financial management roles at Dell. Carroll is a U.S. Naval Academy graduate and earned an MBA from Harvard Business School; the Board has affirmatively determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crestline Hotels & Resorts, LLC | President & CEO | 2010–present | Led hospitality operations across 117 properties; broad finance, IT/cybersecurity, and operations expertise |
| Barceló Crestline Corporation | CFO | 2006–2010 | Financial leadership at a leading hospitality management company |
| Barceló Crestline Corporation | SVP & Treasurer | 2004–2006 | Treasury and financial management |
| Dell, Inc. | Operations & Financial Management Roles | Not disclosed | Enterprise operations and finance experience |
| United States Navy | Naval Aviator & Lieutenant | Not disclosed | Leadership, discipline; technical aviation background |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| ServiceSource, Inc. | Non-profit | Chairman of the Board | Community service leadership |
| American Hotel & Lodging Association (AHLA) | Trade Association | Board Member | Industry advocacy; hospitality sector expertise |
Board Governance
- Independence: Board affirmatively determined Carroll is independent under NYSE and SEC rules .
- Committee assignments: Audit Committee (Chair); designated “audit committee financial expert”; financially literate; Audit met 7 times in FY2024 .
- Engagement and attendance: Board met 3 times in FY2024; all directors attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Lead Independent Director currently Ms. Hardy (not standing for re‑election); independent directors intend to appoint Carroll as Lead Independent Director following the 2025 Annual Meeting .
- Executive sessions: Non‑management directors meet at least quarterly in executive session .
Fixed Compensation
| Element (Directors) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $55,000 | Paid quarterly; directors may elect stock in lieu of cash |
| Annual Equity Award (Restricted Shares or Time‑Based LTIP Units) | $55,000 | Vests at next Annual Meeting; accelerates on change of control |
| Audit Committee Chair Retainer | $12,500 | Applies to Carroll as Audit Chair |
| Lead Independent Director Retainer | $15,000 | Role expected to transition to Carroll post‑2025 Annual Meeting |
| 2024 James A. Carroll Compensation – Cash | $67,500 | Includes $16,875 elected in fully vested shares in lieu of cash |
| 2024 James A. Carroll Compensation – Equity | $48,266 | Annual equity award (LTIP units) |
| 2024 James A. Carroll Compensation – All Other | $3,900 | Dividends on unvested equity |
| 2024 James A. Carroll Compensation – Total | $119,666 | Sum of components |
Performance Compensation
Directors receive time‑based equity (not performance‑vested). Company executive incentives are overseen by the Board and Compensation Committee; the program emphasizes Normalized FFO/share, NOI growth, and individual goals (governance signal of pay‑for‑performance).
| 2025 STIP Metric (Executives) | Weight (%) | Threshold | Target | Maximum |
|---|---|---|---|---|
| Normalized FFO/Share | 50 | $1.00 | $1.05 | $1.10 |
| Portfolio NOI Growth | 20 | 1.00% | 1.50% | 2.00% |
| Multifamily Same‑Store NOI Growth | 10 | 1.00% | 1.50% | 2.00% |
| Individual Goals | 20 | Committee assessment | Committee assessment | Committee assessment |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | None for the Company in FY2024 per proxy disclosure |
| Public Company Boards (Carroll) | Not disclosed in proxy biography (lists non‑profit/industry boards) |
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; SEC‑defined “audit committee financial expert” .
- Industry experience: CEO of a leading hospitality manager (operations across 28 states/DC); strategic and operational leadership in real estate‑adjacent sector .
- Technical/IT & cybersecurity: Biography highlights experience spanning IT and cybersecurity .
- Education: U.S. Naval Academy (undergraduate); MBA, Harvard Business School .
Equity Ownership
| Holder | Common Shares | OP Units & Time‑Based LTIP Units | Total Beneficial | Percent |
|---|---|---|---|---|
| James A. Carroll | 40,002 | 9,626 | 49,628 | <1% |
Stock Ownership Guidelines (Non‑Employee Directors): Minimum $330,000; Carroll’s Qualifying Securities valued at $507,694 as of April 1, 2025, exceeding the guideline; includes stock, OP units, and time‑based awards; performance‑vesting awards only count if targets met . Hedging and pledging of Company securities are prohibited; participants must retain net shares for at least one year post‑vesting, and if not in compliance, retain until requirement met .
Governance Assessment
-
Strengths
- Audit Committee leadership and “financial expert” designation support robust financial oversight .
- Independence affirmed; planned elevation to Lead Independent Director enhances independent board leadership .
- Demonstrated engagement: Board and committee meetings attended at or above thresholds; Audit Committee met seven times in FY2024 .
- Ownership alignment: Exceeds director stock ownership guideline; anti‑hedging and clawback policies in place .
- Shareholder confidence signals: Strong say‑on‑pay support (95.9% in 2024) .
-
Watch items
- External CEO role (Crestline) adds time demands; continued monitoring of attendance and engagement appropriate (Board reports adequate attendance) .
- Related‑party transaction policy robust; continue to review proxies for any transactions implicating directors (policy framework disclosed) .
Overall, Carroll’s audit leadership, independence, and compliance with ownership guidelines, together with strong governance policies (clawback, anti‑hedging), support investor confidence. Anticipated appointment as Lead Independent Director would further strengthen oversight and board effectiveness .