Matthew Barnes-Smith
About Matthew Barnes-Smith
Matthew T. Barnes-Smith is Chief Financial Officer, Treasurer and Corporate Secretary of Armada Hoffler Properties (AHH). He joined AHH in September 2020 as Executive Vice President of Finance and was appointed CFO on March 18, 2022; he is 39 years old as of April 25, 2025 and holds B.S. and M.S. degrees in Economics (with Finance) from Oklahoma State University . Under his finance leadership, AHH reported 2024 normalized FFO of $118.9M (up from $107.2M in 2022), normalized FFO/share of $1.29, 96% portfolio occupancy, and a 4% increase in normalized FFO/share in 2024; the 2024 pay-versus-performance table also shows 2024 GAAP net income of $42.5M and a cumulative TSR value of $75 on a $100 base (2020-2024 period) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Armada Hoffler Properties | Executive Vice President of Finance | Sep 2020 – Mar 2022 | Oversaw financial planning, accounting, strategy, and risk management (later including IT), supporting enterprise FP&A and capital allocation . |
| Armada Hoffler Properties | Chief Financial Officer, Treasurer and Corporate Secretary | Mar 2022 – Present | Principal financial and accounting officer; oversees finance, strategy, risk management, and information technology . |
| The Port of Virginia | Chief Administration Officer | Jul 2017 – Sep 2020 | Accountable for financial analytics/reporting, procurement, and cost control . |
| The Port of Virginia | VP, Strategic Planning & Analytics | Dec 2013 – Jun 2017 | Led strategic planning and analytics across operations and finance . |
External Roles
No external public company board or committee roles disclosed for Barnes-Smith in AHH’s executive officer biographies and proxy materials .
Fixed Compensation
- 2025 base salary approved at $425,000 effective February 2025 .
- 2024 base salary set at $400,000 .
- As of August 5, 2022, base salary was $300,000; also approved a $1,950/month auto allowance (including insurance and gas) .
| Year | Base Salary Rate ($) |
|---|---|
| 2022 (as of Aug 5, 2022) | $300,000 |
| 2024 | $400,000 |
| 2025 | $425,000 |
Summary Compensation (paid) for 2022–2024:
| Year | Salary (paid) ($) | Stock Awards ($) | Cash (Non-Equity Incentive) ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 392,838 | 251,749 | 236,250 | 42,896 (incl. $26,699 auto; $1,590 parking; $3,800 concierge; $378 excess life; $5,429 dividends; $5,000 401(k)) | 923,733 |
| 2023 | 348,078 | 135,216 | 125,000 | 39,453 (incl. $26,472 auto; $1,590 parking; $6,013 dividends; $5,000 401(k)) | 647,747 |
| 2022 | 281,755 | 82,399 | 135,000 | 33,940 | 533,094 |
Perquisites snapshot (policy-level and representative values):
- Monthly automobile allowance instituted in 2022 ($1,950/month); “All Other Comp” also regularly includes auto allowance, parking, dividends on unvested RS, and 401(k) match .
Performance Compensation
2024 STIP design and targets:
- Weighting: Normalized FFO 30%; Normalized FFO/Share 50%; Individual Goals 20% .
- Company outcomes: Normalized FFO $118.893M (exceeded max), Normalized FFO/Share $1.29 (exceeded max) .
- Committee noted a 4% increase in 2024 normalized FFO/share, 96% occupancy, positive renewal spreads across segments, and succession completion .
2024 STIP opportunity and actual payout:
| 2024 STIP | Threshold ($) | Target ($) | Maximum ($) | Actual ($) | Vesting |
|---|---|---|---|---|---|
| Cash | 113,750 | 175,000 | 236,250 | 236,250 | N/A |
| Equity (Restricted Stock or LTIP Units) | 211,250 | 325,000 | 438,750 | 438,750 (granted 3/11/2025) | 2/5 on grant; 1/5 on each of next 3 anniversaries |
2025 program enhancements and LTIP (structure for CFO):
- 2025 base salary: $425,000; Target LTIP: $325,000 time-based (1/3 annual vest over 3 years) and $300,000 performance-based (3-year relative TSR vs custom peers; 50–200% of target; cliff vest at end of period) .
- Special 2025 performance-based equity program (no grants made yet; subject to share increase approval): $15M pool, 5-year performance period; max payout requires both 100% absolute TSR and TEV growth to $4.0B; CFO allocation 20% of pool .
STIP metric details (2024):
| Metric | Weight | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Normalized FFO | 30% | $109.0M | $111.9M | $114.5M | $118.893M |
| Normalized FFO/Share | 50% | 1.21 | 1.24 | 1.27 | 1.29 |
| Individual Goals | 20% | N/A | N/A | N/A | Committee-assessed (see outcomes) |
Grants of plan-based awards (timing and context):
- 2023 STIP equity was granted March 11, 2024 (two-fifths on grant date; then annual 1/5 vests in years 1–3) .
- 2024 STIP equity was granted March 11, 2025 with the 2/5-and-then-1/5 vesting schedule .
Equity Ownership & Alignment
Ownership and guidelines:
| As of | Common Shares | OP + Time-Based LTIP Units | Total Units Counted | % of class | CFO Ownership Guideline | Required ($) | Owned Value ($) | Compliance Timeline |
|---|---|---|---|---|---|---|---|---|
| Apr 21, 2025 | 11,617 | 34,975 | 46,592 | <1% | 3x base salary | 1,275,000 | 1,245,523 (valued at $10.23 per policy) | Must comply by Mar 18, 2027 |
| Apr 1, 2024 | — | — | — | — | 3x base salary | 1,200,000 | 485,127 (valued at policy price) | Must comply by Mar 18, 2027 |
Additional alignment:
- Cumulative awards under the Equity Incentive Plan through Apr 21, 2025: 27,322 shares and 176,141 LTIP units granted to Barnes-Smith (aggregate) .
- Holding/retention: executives must retain 100% of net shares for 1 year after vest; if not yet compliant with guidelines, must retain net shares until compliant .
- Insider trading policy prohibits hedging and derivative transactions; blackout periods and 10b5-1 plans are addressed. The cited section addresses hedging and (by heading) pledging alongside short-term speculative transactions .
Vesting cadence and potential selling pressure:
- STIP equity vests 2/5 at grant (Mar 11) and 1/5 annually for three years thereafter, creating scheduled vesting events in March 2025–2028 for recent awards; retention rules require a 1-year post-vest hold (and continued holds until guideline compliance), limiting immediate sell pressure from vested shares .
Employment Terms
- No individual employment/severance agreements; coverage under the Operating Partnership’s Executive Severance Benefit Plan (Severance Plan) .
- Severance tiers and multiples (salary + target bonus plus COBRA and insurance premia):
- Tier I: 3x (both inside and outside CoC window) .
- Tier II: 2x outside CoC window; 2.5x within 90 days before/12 months after a change in control .
- Tier III: 1x outside; 1.5x within CoC window .
- Barnes-Smith’s tier history:
- Designated Tier III on Aug 5, 2022 and as of 2022 proxy .
- Elevated to Tier II by 2024 (and Tier II as of Dec 31, 2024 per 2025 proxy) .
- Covenants: 1-year non-compete and non-solicitation post-employment; confidentiality covenants apply .
- Illustrative potential payments (2022 termination scenarios per 2023 proxy assumptions):
- Lump-sum cash severance outside CoC window: $526,116; within CoC window: $739,175; accelerated vesting value of stock awards: $48,898 (methodology per plan) .
- Clawback policy adopted effective Oct 2, 2023; no recoupments reported for 2024 .
Performance & Track Record
2024 operating highlights and pay-linked metrics:
- Normalized FFO/share $1.29; normalized FFO increased 4% YoY; Same Store NOI +1.9% GAAP; operating occupancy 96%; TEV ~$2.4B; strong renewal spreads across office (+18.7% GAAP), retail (+11.1% GAAP), and multifamily (+4.7%) .
- STIP targets for 2024 (Normalized FFO and FFO/share) were exceeded, driving max-level quantitative components and resulting payouts per committee decision .
Pay-versus-performance (company-level, 2020–2024):
- The PVP table shows for 2022–2024: Net Income of $100.0M, $7.7M, and $42.5M; Normalized FFO of $107.2M, $110.5M, and $118.9M; TSR value of initial $100 as $100, $114, and $123 for peers vs Company $100, $84, $75 (cumulative) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($MM) | 100.0 | 7.7 | 42.5 |
| Normalized FFO ($MM) | 107.2 | 110.5 | 118.9 |
| Company TSR (Value of $100) | 100 | 84 | 75 |
Governance and shareholder feedback context:
- Strong say-on-pay support: 95.2% in 2023; 96.6% in 2022 .
Investment Implications
- Alignment and leverage to performance: Barnes-Smith’s incentive mix skews to equity via STIP and (from 2025) a separate LTIP with performance-vesting tied to 3-year relative TSR, plus a special 5-year, 100% performance-based equity program that requires 100% absolute TSR and TEV ≥$4B for maximum payout; this design amplifies long-term alignment but introduces dilution if targets are met .
- Retention risk moderate: 2025 market-based salary adjustment to $425k and Tier II severance reduce flight risk; guideline shortfall as of Apr 1, 2025 ($1.245M owned vs $1.275M required) creates an incentive to retain equity and accumulate shares before the March 2027 compliance deadline, dampening near-term selling pressure .
- Event risk: Under Tier II, CIC window increases cash multiple from 2.0x to 2.5x (salary+target bonus) and includes benefit premia; 2023 proxy scenarios illustrate meaningful but not excessive change-of-control economics for the CFO role .
- Execution signal: 2024 targets for FFO and FFO/share were exceeded, supporting maximum quantitative STIP outcomes; operational KPIs (occupancy and lease spreads) and a 4% FFO/share increase indicate disciplined execution under the finance team during leadership transition, though multi-year TSR underperformed the broader REIT peer set over 2020–2024 per PVP .