Thomas H. Nolan, Jr.
About Thomas H. Nolan, Jr.
Independent trustee of Elme Communities since 2015; age 67 as of the 2025 proxy; current roles include Compensation Committee Chair and Audit Committee member. Prior CEO and Chairman of Spirit Realty Capital, with senior leadership experience at General Growth Properties and AEW Capital Management. He is currently Chairman of Modiv Inc. (NYSE: MDV) and President and Interim CEO of ConstructionBevy, Inc. since November 2021, bringing deep REIT, asset management, and capital markets expertise to Elme’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spirit Realty Capital, Inc. (NYSE: SRC) | Chairman & CEO | Sep 2011 – May 2017 | Led REIT strategy and operations |
| General Growth Properties, Inc. | President; Chief Operating Officer | President: Oct 2008 – Dec 2010; COO: Mar 2009 – Dec 2010 | Served on GGP’s board 2005–2010; operational leadership |
| AEW Capital Management, L.P. | President & Senior Portfolio Manager, AEW Partners Funds; Head of Equity Investing | 1998 – 2004; at AEW 1984 – 2004 | Ran equity investing; multi-asset real estate portfolio management |
| Loreto Bay Company | Principal & Chief Financial Officer | Jul 2004 – Feb 2008 | Community development finance leadership |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Modiv Inc. (NYSE: MDV) | Chairman of the Board | Current | Formerly RW Holdings NNN REIT |
| ConstructionBevy, Inc. | President; Interim CEO | Nov 2021 – Current | Operating leadership in construction services platform |
Board Governance
- Independence: The Board determined all trustee nominees except the CEO are independent under NYSE rules; Nolan is independent .
- Committee assignments and 2024 activity:
- Compensation Committee: Chair (5 meetings in 2024) .
- Audit Committee: Member (4 meetings in 2024); Audit Committee comprised of independent trustees and each qualifies as an “audit committee financial expert” .
- Attendance and engagement:
- Board met 8 times in 2024; each incumbent trustee attended at least 75% of Board and committee meetings; all members attended the 2024 Annual Meeting .
- Six executive sessions of independent trustees were held in 2024, presided over by the Lead Independent Trustee .
- Board leadership: Combined Chair/CEO with a strong Lead Independent Trustee framework; Lead Independent Trustee is Benjamin S. Butcher with defined authorities .
Fixed Compensation
| Component | Details | Nolan 2024 Amount ($) |
|---|---|---|
| Annual cash retainer (non-employee trustees) | $55,000 cash retainer for all non‑employee trustees | Included in fees below |
| Lead Independent Trustee additional retainer | $50,000 additional cash retainer (paid to Lead Independent Trustee) | N/A (Nolan not Lead Independent Trustee) |
| Committee retainers | Additional retainers paid to chairs and members of standing committees | Included in fees below |
| Equity grant (structure) | $100,000 in common shares annually; 50% granted Dec 15, 50% granted on the earlier of annual meeting date or May 15; fully vested at grant | Reflected in stock awards below |
| Meeting fees | No additional fees for meeting attendance | N/A |
| Deferred comp (optional) | Trustees may defer cash/stock; RSUs credited with dividends; plan is unfunded | Optional |
| Trustee | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Thomas H. Nolan, Jr. (FY2024) | 80,000 | 99,974 | 179,974 |
Performance Compensation
Directors do not have performance-based compensation at Elme; annual director equity grants are fully vested on grant and not contingent on performance metrics .
Compensation Committee performance metrics Nolan oversees for executives (STIP 2024):
| Metric | Threshold | Target | High | Weighting | 2024 Actual |
|---|---|---|---|---|---|
| Core FFO per share | $0.90 | $0.93 | $0.96 | 30% | $0.93 |
| Multifamily NOI Growth | 3.3% | 5.3% | 7.3% | 20% | 4.3% |
| Net Debt / Adjusted EBITDA | 6.0x | 5.5x | 5.0x | 15% | 5.7x |
| 2024 Initiatives (Customer Service Excellence; Innovation) | 5 pts | 7 pts | 9 pts | 10% | 8.75 pts total (4.25 + 4.5) |
| Individual Objectives | Below 1; 1; 2; 3 scale | — | — | 25% | Determined by Committee/CEO |
LTIP 2024 design (for executives):
- 60% performance-based equity, measured by relative TSR versus FTSE Nareit Residential constituents ($0.5–$15B market cap) and peer group; thresholds at 33rd/51st/76th percentiles .
- 40% time-based equity, vests ratably over three years .
Other Directorships & Interlocks
- Current public company board: Modiv Inc. (NYSE: MDV), Chairman .
- Compensation Committee interlocks: None; no Elme employee serves on the Compensation Committee .
Expertise & Qualifications
- REIT industry leadership and strategy from service as Spirit Realty CEO and senior roles at GGP .
- Real estate asset management across multiple asset classes from two decades at AEW, including Head of Equity Investing .
- Financial and accounting acumen from CFO role and AEW experience .
Equity Ownership
| Metric | As of Mar 27, 2024 | As of Apr 11, 2025 |
|---|---|---|
| Common shares owned | 44,148 | 53,200 |
| Vested RSUs included in ownership | 42,171 | 51,223 |
| Ownership as % outstanding | <1% | <1% |
Ownership alignment policies:
- Trustee ownership guideline requires holding shares equal in value to at least 5x the annual cash retainer; compliance assessed over five years from initial election .
- Anti-hedging and anti-pledging policies apply to trustees; Elme prohibits hedging/pledging of company shares .
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Nolan presides over an at‑risk, metrics‑driven executive pay framework (STIP/LTIP) with clawback, ownership guidelines, and capped payouts—factors that mitigate excessive risk .
- Independence and attendance: Independent status affirmed; Board/committee attendance met at least 75% threshold in 2024; strong engagement via executive sessions led by the Lead Independent Trustee .
- Pay oversight signals: Say‑on‑pay support historically strong (approval from holders of more than 96% in 2022, 94% in 2023, and 95% in 2024), indicating investor alignment with compensation governance under the committee Nolan chairs .
- Potential conflicts: Current chairmanship at Modiv Inc. (net‑lease REIT) and leadership at ConstructionBevy are in adjacent sectors; no related‑party transactions disclosed and Elme’s related‑party policy routes any such matters to Audit/Board review, reducing conflict risk .
- RED FLAGS: None identified in filings—no interlocks, no pledging permitted, robust clawback and anti‑hedging policies in place .