Vice Adm. Anthony L. Winns (RET.)
About Vice Adm. Anthony L. Winns (RET.)
Independent trustee of Elme Communities since 2011; age 69 in 2025. Former Lockheed Martin regional president (Middle East–Africa 2012–2018; Latin America–Africa 2018–2021) and U.S. Navy Vice Admiral with 32 years of service, including Naval Inspector General (2007–2011) and senior Pentagon operations roles (2003–2007). Holds a Master of Science degree with Distinction in Financial Management; resides and works in the Washington, D.C. region for 25+ years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin | President, Middle East–Africa Region | Dec 2012–Aug 2018 | Regional leadership, strategy, government contracting |
| Lockheed Martin | President, Latin America–Africa Region | Aug 2018–Nov 2021 | Regional leadership, strategy, financial management |
| Lockheed Martin | VP, International Maritime Programs | Oct 2011–Dec 2012 | Program oversight, international maritime |
| U.S. Navy | Naval Inspector General | 2007–2011 | Enterprise oversight, investigations |
| Joint Chiefs of Staff | Acting Director & Vice Director of Operations | 2005–2007 | Joint operations leadership |
| U.S. Navy (OPNAV) | Deputy Director, Air Warfare Division | 2003–2005 | Procurement/program management for air warfare |
| U.S. Navy | Commanding Officer (USS Essex; Pacific Patrol/Reconnaissance Task Force; Naval Air Squadron) | Various prior to 2003 | Major command leadership |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| CareSource (non-profit managed care) | Director | Current | Oversees public healthcare programs (Medicaid, Medicare, Marketplace) |
| Navy Mutual Life Insurance Company | Director | Former | Chair of Compensation, Nominating, and Governance Committees |
| Navy Mutual Aid Association | Director | Former | Board service referenced in 2024 proxy |
Board Governance
- Committee assignments: Chair, Corporate Governance/Nominating Committee; Member, Compensation Committee .
- Independence: Board determined all trustee nominees except the CEO are independent under NYSE standards (Winns included) .
- Attendance: Board met 8 times in 2024; all incumbent trustees attended ≥75% of aggregate Board and committee meetings; all trustees attended the 2024 annual meeting; executive sessions without management held 6 times .
- Board leadership: CEO is Chair; Lead Independent Trustee role in place to ensure independent oversight (currently Benjamin S. Butcher) .
- Committee meeting cadence (2024): Audit 4; Compensation 5; Corporate Governance/Nominating 4 .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $76,500 | $99,974 | $176,474 |
- Director program: Non-employee trustees receive $55,000 annual cash retainer; additional cash retainers for Lead Independent Trustee and for committee chairs/members; annual common share grants of $100,000 (50% on Dec 15 and 50% on earlier of annual meeting date or May 15); grants fully vested at grant .
- Deferred compensation: Trustees may defer cash and/or share compensation; cash deferrals earn interest equal to Elme’s weighted average fixed-rate bond interest; share compensation may be converted into RSUs with dividend equivalents; payouts upon separation per plan terms .
Performance Compensation
As Compensation Committee member, Winns helps set and oversee executive STIP/LTIP metrics; Elme emphasizes pay-for-performance with balanced scorecards and capped payouts .
| 2024 STIP Metrics (Company Scorecard & Initiatives) | 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 (4.25 + 4.5) |
| Individual Objectives | Below/1/2/3 scale | — | — | 25% | Determined per NEO |
| 2024 LTIP Structure | Weighting | Metric | Threshold | Target | High |
|---|---|---|---|---|---|
| Performance-Based Equity | 60% | Relative TSR | 33rd pct | 51st pct | 76th pct |
| Time-Based Equity (3-year ratable vest on Dec 15 annually) | 40% | Service-based | — | — | — |
Other Directorships & Interlocks
- No public company directorships disclosed for Winns; current external board role is at CareSource (non-profit) and prior at Navy Mutual; no disclosed interlocks with Elme’s material counterparties. Independence affirmed; relationships with Truist and JLL considered only for other trustees (Banner, Carras) and deemed non-material to their independence .
Expertise & Qualifications
- Enterprise leadership and strategic planning from senior U.S. Navy commands and Lockheed Martin regional presidencies .
- Government contracting and procurement oversight (Deputy Director, Air Warfare Division; Pentagon staff experience) .
- Extensive operations management (16 years in Pentagon staff roles); financial management credential (M.S. with Distinction) .
Equity Ownership
| Holder | Mar 27, 2024 Common Shares Owned | Apr 11, 2025 Common Shares Owned | % of Shares Outstanding (each date) | Notes |
|---|---|---|---|---|
| Vice Adm. Anthony L. Winns (RET.) | 56,486 | 66,396 | <1% at each date | Includes vested RSUs (full amounts in footnotes) |
- Ownership policy for trustees: must hold common shares valued at ≥5× annual cash retainer, to be achieved within 5 years of election; transfer restrictions apply until minimum met .
- Anti-hedging and anti-pledging policies apply to trustees and executives .
Compensation Committee Analysis
- Committee composition: Chair Thomas H. Nolan, Jr.; members Benjamin S. Butcher, Susan Carras, Vice Adm. Winns; all independent .
- Independent consultant: Ferguson Partners Consulting (FPC) advises the Committee; fees ~$45,500 (2024 compensation decision cycle disclosed in 2025 proxy) ; ~$47,500 (2023 cycle disclosed in 2024 proxy) .
- No interlocks or insider participation; no Elme employee serves on the Compensation Committee .
- Program features: clawback policy consistent with SEC/NYSE; no single-trigger cash severance; no change-in-control tax gross-ups; dividends not paid on performance-based restricted shares until performance determined .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2022 | >96% approval of votes cast |
| 2023 | >94% approval of votes cast |
| 2024 | >95% approval of votes cast |
Special Meeting (Oct 30, 2025) advisory compensation proposal related to portfolio sale/liquidation: For 64,874,855; Against 4,908,498; Abstain 173,968 .
Governance Assessment
- Strengths: Independent trustee with deep operations and government contracting expertise; serves as CG/Nominating Chair and Compensation Committee member; strong attendance; Board conducts regular executive sessions and maintains robust governance policies (clawback, anti-hedging/pledging, share ownership, majority voting) .
- Alignment: Director compensation balanced between cash retainer and fully vested equity grants; trustee ownership policy enhances alignment; anti-hedging/pledging reduce misalignment risk .
- Engagement: Say-on-Pay support consistently high (94–96%+), indicating investor confidence in compensation oversight; 2025 special compensation proposal also approved by shareholders .
- Potential conflicts/RED FLAGS: No specific related-party transactions involving Winns disclosed in reviewed sections; Board’s related party policy requires Audit Committee/Board approval and sets stringent criteria; independence affirmed; no over-boarding issues noted (policy caps at three other public boards beyond Elme) .