Tiffany M. Butcher
About Tiffany M. Butcher
Tiffany M. Butcher (age 46) is Executive Vice President and Chief Operating Officer (COO) of Elme Communities (ELME), having joined on July 10, 2023. She leads operating strategy, day-to-day operations, and asset management; previously she spent 2007–2023 at JBG SMITH, including EVP (2017–2023) and Chief Residential Officer (Jan 2023) overseeing 11,000+ apartments. She holds an MBA from Harvard Business School and a BA from the University of Virginia . Company performance context for 2024 included same‑store revenue growth of 3.3% (among sector highs), renewal lease rate growth of 5.1%, NOI growth above initial expectations, an ESG rating step‑up (MSCI to “A”), and a formal strategic alternatives review announced Feb 13, 2025 . Shareholder return context shows cumulative TSR of $65.06 (value of $100 invested 1/1/2020–12/31/2024) versus $123.47 for the peer benchmark, with 2024 GAAP net loss of $13.1 million and Core FFO of $81.8 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JBG SMITH Properties | Chief Residential Officer | Jan 2023–Jul 2023 | Led operating strategy for 11,000+ multifamily units; drove organizational change focused on customer service and efficiencies . |
| JBG SMITH Properties | Executive Vice President | 2017–2023 | Led execution of operating strategy, regional/corporate team oversight across hundreds of onsite employees . |
| JBG SMITH Properties | Various roles | 2007–2017 | Progressive leadership roles culminating in executive leadership of residential platform . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Boys & Girls Clubs of Greater Washington | Board Member | Not disclosed . |
| The House DC | Board and Compensation Committee | Not disclosed . |
Fixed Compensation
Multi-year compensation snapshot (SEC Summary Compensation Table):
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $196,154 | $425,000 |
| All Other Compensation (perqs/benefits) | $34,979 | $75,200 |
Notes:
- 2024 base salaries (set by Compensation Committee/CEO): COO $425,000 (flat vs 2023 target level after mid‑year hire), consistent with peers near market median approach .
Performance Compensation
Short-Term Incentive Plan (STIP) structure and 2024 outcomes:
- STIP opportunity as % of salary (COO): Threshold 47%; Target 93%; High 158% .
- 2024 STIP metrics and results:
| Metric | Weight | Threshold | Target | High | 2024 Actual | Result notes |
|---|---|---|---|---|---|---|
| Core FFO/share | 30% | $0.90 | $0.93 | $0.96 | $0.93 | Achieved target . |
| Multifamily NOI Growth | 20% | 3.3% | 5.3% | 7.3% | 4.3% | Between threshold and target . |
| Net Debt / Adjusted EBITDA | 15% | 6.0x | 5.5x | 5.0x | 5.7x | Between threshold and target . |
| 2024 Initiatives (Customer Service Excellence; Innovation) | 10% | 5 pts | 7 pts | 9 pts | 8.75 pts | Between target and high . |
| Individual Objectives | 25% | n/a | n/a | n/a | Assessed by CEO/Comp Comm | Incorporated in payout . |
- 2024 STIP payout (Butcher): $439,238, equal to 111.1% of target .
Long-Term Incentive Plan (LTIP) design and 2024 grants:
- LTIP target as % of salary (COO): Threshold 133%; Target 190%; High 280% .
- 2024 LTIP mix:
- 60% performance-based equity: Relative TSR vs (i) FTSE Nareit Residential subset (60%) and (ii) Elme-selected peer group (40%); Payout thresholds at 33rd/51st/76th percentiles for threshold/target/high .
- 40% time-based equity: vests ratably over 3 years, each December 15 .
- 2024 grant values (COO):
- Performance-based (relative TSR) grant date fair value: $459,740 (target) .
- Time-based grant date fair value: $313,942 (implied from totals) .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| Item | Detail |
|---|---|
| Common shares owned (4/11/2025) | 58,200 shares; less than 1% of outstanding . |
| Shares outstanding (4/11/2025) | 88,158,657 . |
| Ownership as % of outstanding | ~0.066% (58,200/88,158,657) . |
| Common shares owned (9/10/2025) | 57,527 shares (special meeting record) . |
| Unvested time-based stock (12/31/2024) | 23,801 shares; $363,441 at $15.27/share . |
| Unearned performance awards (12/31/2024) | 35,324 shares (payout contingent on TSR); $539,404 value assumption basis . |
| 7/10/2023 new-hire RSUs | 6,064 restricted shares (grant date FV $99,995); vest in 3 equal annual installments on 7/10/2024, 7/10/2025, 7/10/2026 (≈2,021 shares per tranche); single-trigger vesting upon change in control tied to the portfolio sale . |
Ownership policies and pledging/hedging:
- Executive ownership guideline: Executive Vice Presidents must hold shares equal to 2.0x base salary within 5 years of becoming subject to the policy (Butcher subject since 2023) .
- Anti-hedging and anti-pledging: Hedging prohibited; pledging and margin loans using ELME shares prohibited for executives .
- Clawback: SEC/NYSE-compliant clawback policy adopted October 19, 2023 .
Vesting cadence and potential selling pressure:
- Time-based LTIP awards vest each December 15 (three-year ratable schedule), which can create periodic tax-withholding related share dispositions around vesting dates; 2023 hire grant vests annually each July 10 through 2026 .
Employment Terms
Offer letter and participation:
- COO offer letter dated June 2, 2023; entitled to participate in STIP and LTIP per plan terms; received $99,995 RSU new-hire grant on start (7/10/2023) vesting over 3 years .
Severance and change-in-control (CIC) economics (baseline program):
- CIC Agreements: For EVP-level (includes Butcher), upon involuntary termination not for cause within 90 days before to 24 months after a CIC, cash severance equals 2× base salary plus 2× the greater of (i) average STIP for prior 3 years or (ii) target STIP for year of termination; COBRA premiums up to 18 months; immediate vesting of unvested share grants and deferred comp .
- Company states no tax gross-ups; CIC severance is double-trigger; single-trigger STIP prorated payout upon CIC .
Estimated potential payments (as of 12/31/2024):
| Scenario | Cash Severance | Equity | SERP (Unvested) | Total |
|---|---|---|---|---|
| Without Cause / For Good Reason | $147,115 | $426,361 | $96,964 | $670,440 |
| CIC (single-trigger equity/STIP components) | — | $551,858 | — | $551,858 |
| CIC + Termination (double-trigger) | $1,640,500 | $551,858 | $96,964 | $2,289,322 |
Golden parachute estimates for proposed transactions (special meeting DEFM14A, assumptions incl. $17.86 per share, assumed CIC 9/10/2025, and termination per CIC terms):
| Component | Amount (USD) |
|---|---|
| Cash (severance + prorated STIP) | $1,989,293 (includes $1,640,500 severance; $348,793 prorated STIP) |
| Equity acceleration | $2,925,485 |
| Pension/Nonqualified DC | $154,800 |
| Perquisites/Benefits | $18,324 |
| Total | $5,087,902 |
Other policy terms:
- 280G/4999 “best net” cutback approach (illustrated in contemporaneous separation agreement language) to avoid excise tax, rather than gross-up .
- No stock options are used in the program; equity is RSUs/performance shares .
Additional Compensation Detail (2023–2024)
| Component | 2023 | 2024 |
|---|---|---|
| Stock Awards (grant date FV) | $607,744 | $773,682 (includes $459,740 performance-based TSR; $313,942 time-based) |
| STIP (Non-Equity Incentive) | $171,470 | $439,238 (111.1% of target) |
| Total Direct Compensation (company supplemental view) | $741,339 | $1,253,380 |
Say‑on‑Pay & Compensation Governance
- Say‑on‑Pay approvals: 2022 (96%), 2023 (94%), 2024 (95%); no programmatic changes driven by vote results .
- 2024 peer group used for benchmarking (12 REITs, including Independence Realty Trust, Veris Residential, Centerspace, Piedmont Office, JBG SMITH, etc.) with comparative sizing criteria and market pay analysis by Ferguson Partners .
- 2025 incentive frameworks continue focus on Core FFO/share (35%), Multifamily NOI growth (25%), Net Debt/EBITDA (15%), and Individual Performance (25%) for STIP; LTIP maintains 60% relative TSR and 40% time-based equity .
Performance & Track Record (Context for COO Oversight)
- 2024 highlights: 3.3% same‑store revenue growth; 66% resident retention; 5.1% renewal rate growth; launch of Elme Resident Services shared services; ~500 renovations at 17% average ROI; managed WiFi deployed at 7 communities; sustainability certifications at 75% of multifamily square footage .
- Pay versus performance context (2020–2024): cumulative TSR $65.06 vs peer benchmark $123.47; 2024 GAAP net loss $(13.1) million; 2024 Core FFO $81.8 million .
- Strategic review and potential portfolio sale/wind‑down: Board initiated formal review on Feb 13, 2025; compensation committee expects to modify incentives to align to liquidation objectives if plan implemented .
Risk Indicators & Red Flags
- Relative TSR underperformance vs peer benchmark over 2020–2024 period .
- Significant CIC acceleration exposure if proposed sale/liquidation proceeds (est. $5.09 million for Butcher under defined assumptions), which could influence retention vs. monetization decisions around transaction close .
- Mitigants: Heavy use of performance-based equity (relative TSR), clawback policy, anti‑hedging/pledging, capped payouts, and ownership guidelines .
Equity Ownership & Alignment (Expanded)
| Element | Policy/Status |
|---|---|
| Ownership guideline | EVP: 2.0× base salary; five years to achieve; established using 60‑day average price at entry to policy . |
| Hedging/Pledging | Prohibited (no derivatives, collars, margin loans, or pledging allowed) . |
| Deferred comp | Officers may defer up to 100% of STIP into RSUs; company matches 25% of deferred amounts in RSUs . |
Employment Terms (Expanded)
| Term | Detail |
|---|---|
| Start date | July 10, 2023 (first date of employment) . |
| Offer equity | $99,995 RSUs on start (6,064 shares), vesting in 3 equal annual tranches . |
| Non-compete / Non-solicit | Not disclosed. |
| Garden leave / Consulting | Not disclosed. |
Investment Implications
- Pay-for-performance alignment: 2024 STIP tied to Core FFO/share, NOI growth, leverage, and execution initiatives produced 111% of target payout for Butcher, reflecting balanced performance with FFO at target and operating/leverage metrics slightly below target but strong initiative execution . LTIP remains majority performance‑based (relative TSR), which aligns with shareholder returns across a multi‑year horizon .
- Retention and selling pressure: Multiple vesting streams (Dec 15 time‑based LTIP; July 10 new‑hire RSUs) create periodic vesting events; while hedging/pledging is barred, tax withholding could prompt mechanical share sales around vest dates. CIC scenarios create large acceleration and cash severance (est. $5.09 million under proposed transactions), potentially lowering near‑term voluntary turnover risk through transaction close but increasing post‑close monetization risk .
- Alignment and governance: Strong guardrails (clawback; no tax gross‑ups; anti‑pledging/hedging; ownership policy) reduce misalignment risk. However, historical TSR underperformance versus peers points to execution risk and magnifies the importance of relative TSR hurdles in LTIP and operational KPIs in STIP to drive improved outcomes in the COO’s remit .
- Bottom line: Butcher’s incentives are geared to profitable operations (FFO/NOI), balance sheet discipline, and multi‑year relative TSR, with meaningful equity exposure (unvested/uneamed shares) and sizable CIC economics. Near‑term portfolio sale and liquidation process could reshape incentives; monitor any revisions to pay design and subsequent Form 4 activity around vesting milestones and potential transaction timing .