Brendan C. Maiorana
About Brendan C. Maiorana
Executive Vice President and Chief Financial Officer (CFO) of Highwoods Properties (HIW) since January 1, 2022; joined Highwoods in May 2016 after 11 years in equity research at Wells Fargo Securities and four years at EY. Education: BS in Accounting, Rutgers University; MBA, UNC Kenan-Flagler; age 43 in 2019 (as disclosed) . Company performance context in 2024: Absolute TSR +43.0%; Core operating metrics used for annual incentives achieved above target on FFO/share ($3.62 vs $3.55 target), with NOI growth +0.67% and average occupancy 87.99%; Say‑on‑Pay support at 93.8% in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Highwoods Properties | EVP, CFO & Treasurer | Effective Jan 1, 2022–present | Principal financial officer overseeing finance, treasury, IR |
| Highwoods Properties | EVP, Finance; added Treasurer | EVP Finance (from Jul 2019); added Treasurer Jan 2021 | Led corporate finance; assumed treasury responsibilities |
| Highwoods Properties | SVP, Finance & Investor Relations | May 2016–Jul 2019 | Built investor relations and finance function; reported to then-CFO |
| Wells Fargo Securities | Equity Research (Associate → Analyst) | 11 years (pre‑2016) | Sell‑side REIT coverage; capital markets and valuation expertise |
| Ernst & Young (EY) | Senior Auditor | 4 years (pre‑Wells) | Audit, controls, financial reporting foundation |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $477,777 | $484,710 | $485,820 |
- Salary in effect as of Mar 23, 2025: $497,966
- Target annual cash bonus: 90% of base salary (corporate metrics, equal weighting)
2024 perquisites and benefits:
| Item | Amount ($) |
|---|---|
| 401(k) match | $15,525 |
| Dividends on time‑based RS | $66,174 |
| Financial consulting services | $5,323 |
| Vehicle allowance | $7,800 |
| Total “All Other Compensation” | $94,822 |
Performance Compensation
Annual Non‑Equity Incentive (2024 plan mechanics and outcome)
| Metric (equal weight) | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Factor |
|---|---|---|---|---|---|
| FFO per share | $3.48 | $3.55 | $3.69 | $3.62 | 150% |
| Net Operating Income growth | −2.50% | −1.00% | 2.50% | 0.67% | 148% |
| Average occupancy | 86.00% | 88.50% | 91.00% | 87.99% | 90% |
| Average performance factor | — | — | — | — | 129% |
- 2024 cash bonus paid to Maiorana: $564,780
- 2025 incentive structure: thresholds/targets set at FFO/share $3.28/$3.35/$3.55; NOI growth −3.0%/−1.5%/4.0%; occupancy 85%/87%/90% .
- Election for 2025 payout: Maiorana elected to take any 2025 bonus entirely in time‑based restricted stock vesting ratably over 3 years (alignment signal) .
Long‑Term Equity Incentives (structure and 2024 grant)
- Target annual equity incentive (as % of salary): 180%
- Award mix: 50% time‑based RS (4‑year ratable vesting), 50% total‑return‑based RS (3‑year performance) .
2024 grants (grant date: March 1, 2024):
| Award type | Threshold | Target | Maximum | Grant date fair value ($) |
|---|---|---|---|---|
| Total return‑based RS (shares) | 9,198 | 18,396 | 27,594 | $462,488 |
| Time‑based RS (shares) | — | 18,396 | — | $449,782 |
Performance curves for 2024/2025 TR‑based cycles:
| Cycle start price | Minimum (50%) | Target (100%) | Maximum (150%) |
|---|---|---|---|
| 2024 cycle: $24.45 | 12.5% total return | 25.0% total return | 37.5% total return |
| 2025 cycle: $29.13 | 12.5% total return | 25.0% total return | 37.5% total return |
Notes: TR‑based RS vest on absolute total return; at ≥50th percentile vs FTSE Nareit Equity Office Index, at least 100% vests . Time‑based RS dividends are non‑forfeitable; TR‑based dividends (non‑CEO) are non‑forfeitable; CEO’s TR‑based dividends accrue and pay only if vesting occurs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 126,006 shares; <1% of outstanding (107,796,700 shares outstanding as of Mar 4, 2025) |
| Unvested time‑based RS (12/31/24) | 35,781 shares; market value $1,094,183 at $30.58 |
| Unearned TR‑based RS at target (12/31/24) | 44,028 shares; payout value $1,346,376 at $30.58 |
| Options | No options reported for Maiorana in the outstanding awards table |
| Ownership guidelines | 5x base salary for named executives |
| Hedging/pledging | Prohibited for directors and named executives; none have engaged in hedging since 2009 |
Scheduled vesting (as of 12/31/24):
| Category | 2026 | 2027 | 2028 |
|---|---|---|---|
| Time‑based RS (shares) | 11,007 (Mar 2026) | 8,499 (Mar 2027) | 4,599 (Mar 2028) |
| TR‑based RS (target shares, subject to performance) | 15,600 (Mar 2026) | 18,396 (Mar 2027) | — |
Stock ownership policy restricts sales or in‑the‑money option exercises unless guidelines are met; no hedging, margining, or pledging allowed .
Employment Terms
- Employment agreements: None for named executives (at‑will employment) .
- Change‑in‑control (CIC) agreement: Double‑trigger; if terminated without cause or resigns for good reason within 3 years post‑CIC, immediate vesting of RS and cash payment = 2.99× base amount (12× highest monthly salary pre‑CIC + greater of 3‑year average annual bonus or prior‑year bonus). No excise tax gross‑ups; agreement auto‑renews annually; current expiry for Maiorana: July 19, 2027 .
- Estimated CIC economics (as of 12/31/24):
- If involuntarily terminated in connection with a CIC: Cash $4,900,382; benefits $129,635; vesting of time‑based RS $1,094,183; vesting of TR‑based RS $1,866,175 .
- If not terminated in connection with a CIC: Cash $1,079,399; vesting of time‑based RS $1,094,183; vesting of TR‑based RS $1,866,175 .
- Retirement plan: On retirement with ≥30 years’ service or ≥55 years old and ≥10 years’ service (subject to notice, non‑compete and conditions): pro‑rata annual bonus; time‑based RS and options continue to vest per original schedule; TR‑based RS retained and continue to vest per original terms. Maiorana becomes eligible August 2030 .
- Clawback: Board will recoup erroneously awarded cash/equity incentive comp for the 3 most recent calendar years following a required restatement; TSR/stock‑price awards use reasonable estimates of restatement impact .
Equity plan architecture (2025 LTIP): No stock options; minimum vesting 3 years for time‑based RS to officers/employees (pro rata annual vesting permitted), and 1 year for other RS/RSU awards; no liberal share recycling; limited acceleration (death, disability, or involuntary termination in connection with/after CIC) .
Compensation Structure Analysis
- Mix and at‑risk: High equity mix (target equity 180% of salary) with 50% TR‑based performance shares and 50% multi‑year time‑based RS; cash bonus tied to corporate FFO/share, NOI growth, and occupancy with 0–200% payout scalars (129% factor in 2024) .
- Metric rigor: 2024 FFO/share actual exceeded target; NOI growth above target; occupancy slightly below target but overall factor remained >100%, indicating balanced calibration across metrics .
- Discretion: Committee retains discretion to adjust payout factors but did not modify 2024 outcomes .
- Governance: Strong guardrails—no employment contracts, no CIC tax gross‑ups, robust clawback, anti‑hedging/pledging, ownership guidelines (5x salary) .
- Shareholder feedback: 93.8% Say‑on‑Pay support (2024) signals alignment with investor expectations .
Investment Implications
- Alignment: High equity orientation (TR‑based and time‑based RS), ownership guidelines, and 2025 election to receive bonus in stock support long‑term alignment and reduce near‑term cash leakage .
- Retention and potential selling pressure: Meaningful scheduled vesting through 2026–2028 (time‑based 11,007/8,499/4,599 shares; TR‑based 15,600/18,396 target shares) may create periodic liquidity windows; anti‑hedging/pledging mitigates risk of forced selling .
- Downside protection vs performance leverage: Time‑based RS provides retention; TR‑based RS ties value to absolute total return and peer relative safeguard (≥50th percentile → ≥100% vest), enhancing pay‑for‑performance sensitivity .
- CIC economics: Double‑trigger cash and accelerated equity vesting materially increase change‑in‑control value (estimated cash $4.9M plus equity vesting) and may influence negotiation dynamics in strategic scenarios; absence of tax gross‑ups is shareholder‑friendly .
- Execution track record: 2024 delivered strong TSR (+43%) and above‑target FFO/share and NOI growth outcomes under Maiorana’s financial stewardship; governance and Say‑on‑Pay support indicate credibility with investors, though occupancy under target highlights ongoing execution focus in office fundamentals .