Anne H. Lloyd
About Anne H. Lloyd
Anne H. Lloyd is an independent director of Highwoods Properties (HIW), a certified public accountant and former EVP/CFO of Martin Marietta Materials (2005–2017). She chairs HIW’s Audit Committee and sits on the Compensation & Governance and Executive Committees; the board has designated her a financial expert. She has served on the HIW board since 2018; Anne was age 60 as of the 2022 proxy and brings deep finance, reporting, and risk oversight credentials from large-cap industrials and public board leadership roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Martin Marietta Materials (NYSE: MLM) | EVP & CFO | 2005–2017 | Senior finance leadership, public company reporting and capital markets |
| Martin Marietta Materials | Chief Accounting Officer | 1999–2005 | Accounting policy and reporting oversight |
| Martin Marietta Materials | VP & Controller | 1998–1999 | Corporate controllership |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| James Hardie Industries plc (ASX/NYSE: JHX) | Chair of the Board | Current | Former Interim CFO (Aug 2019–Feb 2020) |
| Insteel Industries (NASDAQ: IIIN) | Director | Current | Audit; Executive Compensation |
Board Governance
- Independence: The board determined Anne Lloyd is independent under NYSE standards; Audit and Comp & Governance committees are fully independent; no consulting/advisory fees accepted by Audit members. Lloyd is one of the board’s designated “financial experts” on the Audit Committee .
- Committee assignments (HIW): Audit Committee (Chair), Compensation & Governance Committee (Member), Executive Committee (Member) .
- Attendance and engagement (2024): Board held 7 meetings; Audit held 8; Comp & Governance held 4; Executive held 11. Each director attended at least 75% of aggregate board and committee meetings; independent directors meet in executive session at each regularly scheduled board meeting .
- Governance policies: Age limit (no appointment/nomination at ≥75); outside boards capped at three other public company boards—no director currently serves on more than two .
- Conflicts oversight: The Comp & Governance Committee reviews potential conflicts/related-party matters; directors must disclose conflicts and recuse; any approval requires disinterested director majority .
- Interlocks: None—no compensation committee interlocks disclosed .
Fixed Compensation (Director)
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $97,500 | $97,500 |
| All Other Compensation (dividends on RS) | $5,859 | $7,285 |
| Total Cash + Other | $103,359 | $104,785 |
Notes: HIW’s standard non-employee director cash retainer was $60,000; plus committee retainers: $7,500 per committee (Audit/Exec/Comp&Gov), $10,000 for Comp&Gov chair, $22,500 for Audit chair; Investment Committee member retainer $10,000; no meeting fees. Lloyd’s $97,500 cash aligns with $60,000 base + $22,500 (Audit Chair) + $7,500 (Comp&Gov) + $7,500 (Executive) .
Performance Compensation (Director Equity)
| Grant Detail | 2023 | 2024 |
|---|---|---|
| Grant type | Time-based restricted stock; annual director grant | Time-based restricted stock; annual director grant |
| Grant value (grant-date fair value) | $85,092 | $92,568 |
| Vesting | Vests on first anniversary of grant | Vests on first anniversary of grant |
| Unvested RS at year-end (per then-serving non-employee director) | 3,211 shares at 12/31/2023 | 3,786 shares at 12/31/2024 |
Notes: Director equity is time-based (no performance metrics). Annual grant target approximately $90,000, based on 10-day trailing average prior to grant date .
Other Directorships & Interlocks
| Company | Role | Committee/Notes |
|---|---|---|
| James Hardie Industries plc (JHX) | Chair | Former interim CFO (2019–2020) |
| Insteel Industries (IIIN) | Director | Audit; Executive Compensation |
- Committee interlocks: None disclosed for HIW’s Compensation & Governance Committee members .
Expertise & Qualifications
- CPA; former public-company CFO with deep financial reporting and capital markets experience .
- HIW Audit Committee Chair and designated financial expert; extensive risk oversight (cyber, ESG, internal control) via Audit charter .
- Board leadership experience (chair of JHX) and compensation oversight at IIIN .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (HIW) | 16,722 shares (as of Mar 4, 2025) |
| Ownership as % of outstanding | <1% |
| Unvested time-based RS (at 12/31/2024) | 3,786 shares per non-employee director |
| Hedging/Pledging | Directors/officers prohibited from hedging/pledging; since 2009, none have engaged in hedging |
| Director ownership guideline | 4x annual base cash retainer; compliance expected within five years |
Governance Assessment
- Strengths supporting investor confidence:
- Independent director with substantial finance/audit credentials; Audit Committee Chair and “financial expert,” with an Audit Committee that met 8 times in 2024 amid comprehensive risk oversight (financial reporting, cybersecurity, climate/ESG) .
- Balanced director pay mix with meaningful equity (2024: $92,568 of time-based RS vs. $97,500 cash), aligning incentives to long-term value; anti-hedging/pledging policy supports alignment .
- High governance quality signals: independent committees, executive sessions each regular board meeting, robust conflicts review framework, and strong say-on-pay support in 2024 (93.8% FOR) .
- Potential watch items:
- External time commitments—chairs JHX and serves on IIIN board—remain within HIW’s policy limit (max three other public boards) and below the current practice that no director serves on more than two others; continue monitoring workload relative to Audit Chair responsibilities .
- No Anne Lloyd-specific related-party transactions are disclosed; Audit members accept no advisory/consulting fees, reducing conflicts risk .
Overall: Lloyd’s profile (CPA, former large-cap CFO, current external board chair) and committee leadership at HIW indicate strong board effectiveness in oversight of reporting and risk. Her compensation structure and ownership policy adherence align with shareholder interests, and governance processes (independence, conflicts review, recoupment, no hedging/pledging) mitigate key red flags .