Shawn Tibbetts
About Shawn Tibbetts
Shawn J. Tibbetts, age 44, is Chief Executive Officer and President of Armada Hoffler Properties (AHH) since January 1, 2025; he served as President from February 2024 and Chief Operating Officer from August 2019 to January 2025. He joined AHH after senior operating roles at The Port of Virginia and APM Terminals and holds a B.B.A. from James Madison University, an M.B.A. from William & Mary, and completed Harvard Business School’s Advanced Management Program . In 2024, AHH reported normalized FFO per diluted share of $1.29 and increased quarterly dividends 5.8%, with average stabilized portfolio occupancy at 96%, and commercial GAAP releasing spreads of 13.7% . Say‑on‑pay support was strong at 95.9% in 2024, reflecting shareholder alignment of the program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Armada Hoffler Properties | Chief Executive Officer & President | 2025–present | Leads growth plan emphasizing portfolio NOI growth, deleveraging, and enhanced pay-for-performance alignment . |
| Armada Hoffler Properties | President | Feb 2024–Dec 2024 | Managed leadership transition; supported succession plan and strategic repositioning . |
| Armada Hoffler Properties | Chief Operating Officer | Aug 2019–Jan 2025 | Drove operating efficiency, talent development, logistics and capital projects . |
| Virginia International Terminals (Port of Virginia) | President & COO | Oct 2014–Jul 2019 | Full P&L; operations, maintenance, labor relations, IT, safety/security, and infrastructure programs . |
| APM Terminals (A.P. Moller Maersk) | Various leadership roles | Mar 2003–Jun 2010 | Led logistics/operations initiatives, building global supply chain execution experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Recognition lists (Virginia Business 100 People to Meet; Virginia Business 500 Power List; Inside Business Power List) | Honoree | 2024 | Public-profile and network reach in Virginia business community . |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $515,000 | $680,000 | 2025 reflects market-based adjustment for expanded CEO role. |
| STIP Cash Target ($) | $250,000 | $775,000 | 2025 STIP is 100% cash for CEO/CFO with 50%/150% threshold/maximum bands . |
| STIP Equity Target ($) | $750,000 | — | Equity moved to LTIP in 2025; STIP is cash only for CEO/CFO . |
Performance Compensation
| Program | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 STIP | Normalized FFO ($) | 30% | $111.9M | $118.893M; above maximum ($114.5M) → maximum payout component | Equity vests 2/5 at grant, 3/5 over next 3 anniversaries . |
| 2024 STIP | Normalized FFO/Share | 50% | $1.24 | $1.29; above maximum ($1.27) → maximum payout component | Same as above . |
| 2024 STIP | Individual Goals | 20% | Qualitative | Committee determined achievement → maximum overall payout for Tibbetts (cash $337,500; equity $1,012,500) | Same as above . |
| 2025 STIP (cash) | Normalized FFO/Share | 50% | $1.05 | TBD | Cash only; threshold 50% of target, max 150% . |
| 2025 STIP (cash) | Portfolio NOI Growth | 20% | 1.50% | TBD | As above . |
| 2025 STIP (cash) | Multifamily Same-Store NOI Growth | 10% | 1.50% | TBD | As above . |
| 2025 STIP (cash) | Individual Goals | 20% | Committee-defined | TBD | As above . |
| 2025 LTIP | Time-based equity | — | $850,000 grant value | Grant | Vests 1/3 annually over 3 years . |
| 2025 LTIP | Performance-based equity (Relative TSR vs custom peers) | — | Target at 55th percentile; threshold 25th; max 75th | TBD | 3-year performance period; vest 50–200% of target; vests at end of period . |
| Special 5-year Performance Pool (subject to shareholder approval) | Absolute TSR & Total Enterprise Value | — | Pool $15M; CEO allocation 50% if metrics achieved | TBD | 5-year window; rigorous grid up to TEV $4.0B and 100% cumulative TSR . |
2024 Actual Awards (CEO)
| Type | Amount |
|---|---|
| Cash ($) | $337,500 |
| Equity ($) | $1,012,500 |
| Total ($) | $1,350,000 |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO must hold 5x base salary; Tibbetts’ minimum requirement $3,400,000 and value of Qualifying Securities owned $3,431,449 as of April 1, 2025, indicating guideline compliance .
- Beneficial ownership: 61,685 common shares and 85,864 OP/LTIP units; total 147,549; less than 1% of common and combined units outstanding .
- Outstanding unvested equity (12/31/2024):
- 41,310 restricted shares ($422,601 market value at $10.23/share) .
- 16,784 restricted shares ($171,700) .
- 4,620 restricted shares ($47,263) .
- Retention: Participants must retain 100% of net shares for 1 year post-vesting and, if not yet compliant, must retain 100% until compliant with guidelines .
- Hedging/pledging: Company prohibits hedging, derivatives and monetization transactions; policy references “Hedging, Pledging and Short-Term Speculative Transactions” and sets blackout windows; 10b5‑1 plans permitted when compliant .
Employment Terms
- Severance Plan Tier: As of January 2025, Tibbetts is Tier I (3x multiple regardless of Change-of-Control window) .
- Prior severance values (as of 12/31/2024 when Tier II):
- Lump-sum severance outside CoC window: $1,831,542 .
- Within CoC window: $2,226,928 .
- Equity acceleration value: $630,824 upon qualifying termination or Change-in-Control .
- Equity acceleration: Award agreements provide single-trigger vesting upon a Change-in-Control if employed through the control change date; also vesting upon termination without Cause or resignation for Good Reason .
- Clawback policy: Adopted in compliance with NYSE/Exchange Act; company required to recoup erroneously awarded incentive compensation; no recoupment actions in 2024 .
- No tax gross-ups: Plan features include no tax gross-ups and parachute “best-net” cap rather than gross-up; no option/SAR repricing without shareholder approval .
Board Governance
- Board service: Director since 2025; roles are separated — Executive Chairman (Louis Haddad) and CEO (Tibbetts); Lead Independent Director designated (James Carroll expected upon Hardy’s retirement) .
- Committees: CEO/President directors are not on standing committees; Audit, Compensation, and Nominating committees comprise solely independent directors .
- Independence: Majority independent board; Tibbetts is a management (non-independent) director .
Compensation & Incentives Deep Dive
- Program redesign: In 2025, Compensation Committee enhanced transparency and alignment: cash-only STIP for CEO/CFO; added forward LTIP with time- and performance-based equity tied to 3‑year relative TSR; created a special 5‑year performance pool contingent on achieving ambitious TSR and TEV targets .
- Peer group benchmarking: 2024 peer set includes diversified/office/mixed-use REITs (e.g., AKR, AIV, ALEX, AAT, CSR, CTO, ELME, IVT, JBGS, ONL, PDM, WSR); company sizes centered around AHH median .
- Governance features: Ownership guidelines, clawback, anti-hedging, no repricing, no tax gross-ups; strong say-on-pay history (95.9% approval in 2024) .
Performance & Track Record
- 2024 highlights: Normalized FFO per diluted share $1.29; total enterprise value ~$2.4B (52% debt/48% equity); deleveraging via ATM and equity offering, loan payoffs; delivered Southern Post mixed-use development; retail/office/multifamily core occupancy 95–97% .
- Leases: 952k sq ft new/renewed; GAAP releasing spread 13.7% .
- Dividends: Increased to $0.82 annualized (+5.8% YoY) .
Company Financial Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $219,294,000 * | $238,924,000 * | $256,697,000 * |
| EBITDA ($USD) | $150,895,000* | $164,228,000* | $171,634,000* |
Values retrieved from S&P Global.
Note: Columns shown oldest to newest as required.
Director Compensation (Tibbetts)
- As a management director, Tibbetts did not receive director compensation for 2024 and joined the Board in 2025 .
Risk Indicators & Red Flags
- Hedging/derivative trading prohibited; structured blackout periods reduce opportunistic trading risk .
- Equity acceleration includes single-trigger on Change-in-Control under award agreements, which can raise governance scrutiny; plan otherwise emphasizes shareholder-friendly features (no repricing, no gross-ups) .
- Strong say-on-pay results mitigate pay controversy risk .
Compensation Committee Analysis
- Independent Compensation Committee with external consultant Ferguson Partners; peers reviewed annually; 2025 changes made to better align with market practices and long-term TSR performance .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval 95.9% in 2024; Board recommends annual frequency for future votes .
Expertise & Qualifications
- Education: B.B.A. (James Madison), M.B.A. (William & Mary), HBS AMP; deep operating credentials in logistics/supply chain and organizational design; recognized in regional business leadership lists .
Investment Implications
- Strong pay-for-performance design: 2025 cash-only STIP plus 3-year TSR-based LTIP and ambitious 5-year special award tie CEO upside directly to shareholder returns and enterprise growth, supporting alignment signals .
- Retention and selling pressure: Multi-year vesting and mandatory 1-year post-vesting hold reduce near-term selling; CEO meets 5x ownership guideline, reinforcing “skin in the game” .
- Change-in-control economics: Tier I severance and single-trigger equity vesting raise transaction sensitivity; however, lack of tax gross-ups and plan prohibitions (no repricing) offset some governance risks .
- Execution track record: 2024 deleveraging, occupancy strength, and renewed growth focus provide a foundation; investors should monitor 2025 STIP/LTIP metrics (FFO/share, NOI growth, relative TSR) and progress toward TEV/TSR grid in special program as potential trading catalysts .