James Cherry
About James C. Cherry
James C. Cherry (age 74) is an independent director of Armada Hoffler Properties, Inc. (AHH) and has served on the Board since the company’s IPO in 2013. He previously served as Lead Independent Director from June 2019 to November 2022, and is designated an “audit committee financial expert.” Cherry’s career spans executive leadership in banking (Wachovia, Park Sterling) with deep financial, risk, and information security expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Park Sterling Corporation (NASDAQ: PSTB) | CEO and Director | Aug 2010 – Nov 2017 | Led regional bank; public company governance |
| Park Sterling Bank (subsidiary) | CEO and Director | Aug 2010 – Nov 2017 | Operational oversight |
| South State Corporation (NASDAQ: SSB) | Director | Dec 2017 – Dec 2019 | Board service post-merger |
| Beach Community Bank | Director | Jul 2018 – Aug 2022 | Community bank board |
| Wachovia Corporation/Wachovia Bank | Chairman & CEO Mid-Atlantic Banking; President Virginia Banking; Head of Trust & Investment Mgmt | 1974 – Jun 2006 | Senior banking leadership; chaired Virginia Bankers Association 2006–2007 |
External Roles
| Organization Type | Organization | Role | Tenure | Notes |
|---|---|---|---|---|
| Public Company | Park Sterling Corporation | CEO & Director | 2010–2017 | NASDAQ-listed bank |
| Public Company | South State Corporation | Director | 2017–2019 | NASDAQ-listed bank |
| Private/Community | Beach Community Bank | Director | 2018–2022 | Regional bank board |
Board Governance
- Independence: Board affirmatively determined Cherry is independent under NYSE and SEC rules .
- Committee assignments:
- Audit Committee member; audit committee financial expert .
- Compensation Committee Chair .
- Nominating & Corporate Governance Committee member .
- Attendance and engagement:
- Board met 3 times in 2024; all directors attended ≥75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting .
- Audit Committee met 7 times; Compensation Committee met 3 times; Nominating & Corporate Governance met 2 times in 2024 .
- Prior Board leadership: Lead Independent Director, June 2019 – Nov 2022 .
Fixed Compensation
| Element | 2024 Director Schedule ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 55,000 | Standard for non-employee directors |
| Compensation Committee Chair Retainer | 10,000 | Applies to Chair (Cherry) |
| Audit Committee Chair Retainer | 12,500 | Not applicable to Cherry |
| Lead Independent Director Retainer | 15,000 | Not applicable in 2024 |
| Annual Equity Award (Restricted Shares or Time-Based LTIP Units) | 55,000 | Vests at next annual meeting |
| Cherry – Actual 2024 Director Compensation | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 65,000 | Includes $55,000 base + $10,000 Chair retainer; Cherry elected $16,875 of retainers in fully vested common shares (1) (3) |
| Equity Awards (grant-date fair value) | 48,266 | Time-Based LTIP units; ASC 718 discount vs restricted stock (3) |
| All Other Compensation | 3,900 | Dividends on unvested awards (2) |
| Total | 117,166 | Sum of above |
Performance Compensation
| Component | Structure | Metrics | Vesting | 2024 Amount ($) |
|---|---|---|---|---|
| Annual Equity Award | Time-Based LTIP units or restricted shares (director election) | None (time-based; no PSUs or options) | Vests in full at next annual meeting; full vesting upon change-in-control per plan | 48,266 (LTIP units) (3) |
| Dividends on Unvested Awards | Cash dividends on unvested restricted shares/LTIP units | N/A | Paid currently per policy; dividend equivalents on performance awards only upon vesting | 3,900 (2) |
No director options or performance-contingent awards are used; equity is time-based only for directors, and the Equity Incentive Plan prohibits repricing and tax gross-ups, with a $500,000 annual cap for non-employee directors (cash + equity) .
Other Directorships & Interlocks
- Current public company directorships disclosed: None (prior public boards: PSTB; SSB) .
- Compensation Committee interlocks: None in 2024; no AHH executive served on another company’s comp committee with an AHH executive serving on AHH’s committee .
Expertise & Qualifications
- Audit committee financial expert; financially literate under NYSE standards .
- Extensive executive banking experience (Wachovia; Park Sterling), including trust/investment management and information security oversight .
- Prior leadership as AHH Lead Independent Director (2019–2022) .
Equity Ownership
| Measure | Value |
|---|---|
| Common Shares Beneficially Owned | 52,342 |
| OP Units + Time-Based LTIP Units Beneficially Owned | 9,626 |
| Total Equity Interests (shares + OP/LTIP units) | 61,968; <1% of total |
| Preferred Shares Beneficially Owned | 12,000 |
| Stock Ownership Guideline (Directors) | Minimum $330,000; Cherry held $633,933 in Qualifying Securities as of Apr 1, 2025 (compliant) |
| Group Ownership | Directors and NEOs (incl. trusts) collectively owned 10.2% as of Apr 1, 2025 |
Alignment and restrictions:
- Hedging and pledging of company stock are prohibited; insider trading policy with blackout periods is enforced .
- NYSE/SEC-compliant clawback policy adopted; no recoupments in 2024 .
Governance Assessment
- Committee influence: As Compensation Committee Chair, Cherry drives pay design and oversight; the committee utilized independent consultant Ferguson Partners for director compensation benchmarking, and shareholder say-on-pay support was strong (95.9% in 2024), signaling positive investor sentiment toward AHH’s compensation governance .
- Independence and engagement: Independent status across all committees, audit-financial expertise, and ≥75% attendance support effective oversight. Audit Committee met 7 times, indicating robust financial risk governance .
- Alignment: Cherry exceeds director stock ownership guidelines; equity grants are time-based and subject to strict plan features (no repricing, no tax gross-ups; capped director compensation), reinforcing alignment with shareholders .
- Conflicts/related-party exposure: No related party transactions involving Cherry were disclosed in the 2025 proxy; the company maintains a formal related person transaction approval policy under Audit Committee oversight .
- Compliance signals: No delinquent Section 16 filings reported for Cherry; comprehensive insider trading and anti-hedging policies in place .
RED FLAGS: None disclosed specific to Cherry. Key safeguards include anti-hedging/pledging, clawback, no equity repricing, and director compensation caps .