Louis Haddad
About Louis S. Haddad
Age 67; Executive Chairman of the Board since June 2024 and director since the company’s formation/IPO (2013). Former CEO through December 31, 2024; prior roles include President until February 2024 and Vice Chairman (June 2019–June 2024). Career spans 30+ years in commercial real estate and construction; earlier roles at Armada Hoffler’s predecessor entities (CEO 1999–2013; President 1996–1999; President of Construction 1987–1996) and Harkins Builders (construction management) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Armada Hoffler Properties, Inc. | Executive Chairman | Jun 2024–present | Presides over Board meetings; liaison between management and non-management directors; consults on agendas; presides over executive sessions of non-management directors . |
| Armada Hoffler Properties, Inc. | Chief Executive Officer | Formation/IPO–Dec 31, 2024 | Led succession; stepped down end-2024 . |
| Armada Hoffler Properties, Inc. | President | Formation/IPO–Feb 2024 | Executive leadership . |
| Armada Hoffler Properties, Inc. | Vice Chairman | Jun 2019–Jun 2024 | Board leadership . |
| Armada Hoffler predecessor entities | CEO | 1999–2013 | Led predecessor entities . |
| Armada Hoffler predecessor entities | President | 1996–1999 | Executive leadership . |
| Armada Hoffler Construction Company | President | 1987–1996 | Construction leadership . |
| Armada Hoffler Construction Company | On-site construction supervisor | 1985–1987 | Field operations . |
| Harkins Builders | Construction management | Pre-1985 | Early career . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harkins Builders | Construction management | Pre-1985 | Operational experience . |
No other public company directorships disclosed for Mr. Haddad .
Board Governance
- Independence: Non-independent; serves as Executive Chairman (Board affirms independence for other named directors; Haddad not among them) .
- Committees: Not a member of Audit, Compensation, or Nominating & Corporate Governance (these are solely independent directors) .
- Lead Independent Director: Ms. Hardy (retiring at 2025 meeting); independent directors intend to appoint James A. Carroll as Lead Independent Director .
- Executive Sessions: Executive Chairman presides over executive sessions of non-management directors; Lead Independent Director presides over executive sessions of independent directors .
- Attendance: Board met 3 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance Policies: Majority voting in uncontested elections; proxy access; stockholder bylaw amendment rights; clawback policy adopted (effective Oct 2, 2023); anti-hedging policy; independent committees; age-based refreshment (no re-election ≥80) .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Director cash retainer | N/A (Haddad was CEO; no separate director pay) | Receives non-employee director elements in addition to Executive Chairman retainer | |
| Executive Chairman retainer | N/A (Haddad became Executive Chairman in 2024 but received no compensation as Exec Chair while still CEO) | $250,000 annual retainer | Transitional support to new CEO cited . |
| Allowances/perquisites (Exec Chair) | N/A | Up to $50,000 for healthcare coverage, tax return preparation, administrative support, and phone service | In addition to standard non-employee director compensation . |
Performance Compensation
- 2024 STIP (while CEO): Quantitative metrics and payouts below; equity granted March 11, 2025 with staged vesting (two-fifths at grant; remaining three-fifths in equal annual installments over 3 years) .
| 2024 STIP Metrics | Weight | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Normalized FFO | 30% | $109,000,000 | $111,900,000 | $114,500,000 | $118,893,000 |
| Normalized FFO per share | 50% | $1.21 | $1.24 | $1.27 | $1.29 |
| Individual goals | 20% | Committee-assessed | Committee-assessed | Committee-assessed | Committee-assessed |
| 2024 STIP Awards (Haddad) | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Approved Feb 13, 2025 | $540,000 | $1,530,198 | $2,070,198 |
Vesting: Equity under 2024 STIP vested 2/5 at grant, 3/5 in equal amounts on 1st–3rd anniversaries of grant (granted March 11, 2025) . Prior 2023 STIP unvested restricted stock was accelerated to vest on Dec 31, 2024 concurrent with CEO retirement .
Other Directorships & Interlocks
- No public company board interlocks disclosed for Mr. Haddad; Compensation Committee interlocks: none reported (committee members Hardy, Allen, Cherry; no reciprocal roles by AHH executives) .
Expertise & Qualifications
- Deep commercial real estate and construction operating experience; long-term leadership at Armada Hoffler and predecessor entities; extensive institutional knowledge of AHH’s properties and markets .
Equity Ownership
| Security | Amount Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Common shares | 288,710 | <1% of common shares | |
| OP units + Time-Based LTIP units | 2,128,918 | — | Includes 272,932 OP units held by a trust; Haddad disclaims beneficial ownership of trust-held units . |
| Total (common + OP + LTIP) | 2,417,628 | 2.4% of combined common, OP units, and LTIPs | |
| Preferred shares | 5,000 | <1% of preferred |
- Stock Ownership Guidelines: Company-wide guidelines emphasize executive and director ownership; Mr. Haddad, Hoffler, and Kirk ownership levels disclosed; directors/executives collectively owned ~10.2% as of April 1, 2025 .
- Hedging/Pledging: Anti-hedging policy in place; prohibitions on derivative transactions and monetization; policy section titled “Hedging, Pledging and Short-Term Speculative Transactions” .
Governance Assessment
- Independence and role: Mr. Haddad is not independent and serves as Executive Chairman, with responsibilities including presiding at executive sessions of non-management directors and acting as liaison with management—a structure that can concentrate agenda-setting influence in a non-independent chair. The company mitigates via an annual Lead Independent Director (to be Carroll post-2025 meeting) and fully independent committees .
- Committee engagement: Not on any standing committees; oversight routed through independent directors—positive for checks and balances .
- Attendance and engagement: Board/committee attendance ≥75% for all directors; annual meeting attendance by all—supports baseline engagement .
- Pay-for-performance: While CEO, Haddad’s 2024 incentives were heavily tied to Normalized FFO and per-share outcomes; results exceeded maximum targets, producing top-tier payouts—aligns with disclosed performance framework but warrants scrutiny of rigour in targets going forward .
- Ownership alignment: Significant combined economic interest through common, OP units, and LTIP units; company-wide ownership guidelines and anti-hedging/clawback policies support alignment .
- RED FLAGS / watch items:
- Non-independent Executive Chairman presiding over some executive sessions (typical best practice is independent presiding); Board offsets with Lead Independent Director role .
- Perquisites for Executive Chairman (up to $50,000) plus $250,000 retainer—monitor scope and governance controls over allowances .
- Prior equity plan administration issue (inadvertent over-issuance; corrected in 2023 with forfeitures and regrants)—watch internal controls around equity award processes .
- Say-on-pay support: 95.9% approval in 2024 suggests investor confidence in compensation program design; Board recommends annual frequency for advisory votes .
Compensation Committee Analysis
- Independent members (Cherry—Chair; Allen; Hardy); uses independent consultant Ferguson Partners; peer group includes diversified REITs (e.g., AKR, AIV, ALEX, AAT, CSR, CTO, ELME, IVT, JBGS, ONL, PDM, WSR); market-based adjustments and increased equity emphasis introduced for 2025 with long-term relative TSR performance components .
Related Party Transactions
- Policy requires Audit Committee review/approval; no specific related-party transactions disclosed for Mr. Haddad in the latest proxy .
Employment & Contracts / Severance
- Severance Plan: As of Dec 31, 2024, Haddad was Tier I (3x multiple) under the Severance Plan; in February 2025, following his resignation as CEO, the Compensation Committee removed Haddad as a participant (i.e., no ongoing Severance Plan coverage as Executive Chairman) . Change-in-control acceleration rules for equity awards are disclosed at plan level .