Brian M. Leary
About Brian M. Leary
Executive Vice President & Chief Operating Officer of Highwoods Properties since July 15, 2019; previously President of Crescent Communities’ commercial & mixed-use business (2014–2019). Age 51; BS Architecture and MS City Planning from Georgia Tech, with prior senior roles at AIG Global Real Estate, Atlantic Station, Central Atlanta Progress, Jacoby Development, and Atlanta Beltline (speaking/teaching on smart growth and sustainability) . Company performance context: Highwoods delivered an absolute total shareholder return of 43.0% in 2024; core FFO per share was $3.57, net income $104.3M . Recent annual revenues and EBITDA shown below for pay-for-performance alignment.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crescent Communities | President, Commercial & Mixed-Use | 2014–2019 | Led office/industrial/retail development and property management nationally |
| AIG Global Real Estate; Atlantic Station LLC; Central Atlanta Progress; Jacoby Development; Atlanta Beltline | Senior management/executive roles | Not disclosed | Urban redevelopment, design/development leadership; Atlantic Steel plan groundwork; sustainability committee service |
External Roles
| Organization | Role/Committee | Years | Notes |
|---|---|---|---|
| ULI, Real Estate Roundtable, National Partners for Smart Growth | Speaker/Presenter | Not disclosed | National speaking on smart growth, development, leadership |
| AIG & ICSC | Sustainability Committees | Not disclosed | Industry sustainability engagement |
| Georgia Tech | Instructor/Presenter | Not disclosed | Taught/presented at Georgia Tech |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $471,895 | $478,743 | $479,839 |
| Target Annual Bonus (% of Salary) | 90% | 90% | 90% |
| Actual Bonus Paid ($) | $602,929 | $494,992 | $557,827 |
| All Other Compensation ($) | $72,726 | $85,440 | $97,884 |
| Total Compensation ($) | $1,995,891 | $1,884,640 | $2,036,514 |
Breakdown of “All Other Compensation” (2024):
| Item | Amount ($) |
|---|---|
| 401(k) Match | $15,525 |
| Dividends on Time-Based RS | $70,857 |
| Financial Consulting Services | $3,702 |
| Vehicle Allowance | $7,800 |
Current base salary in effect (as of Mar 23, 2025): $491,835 .
Performance Compensation
Annual Non-Equity Incentive Program (corporate metrics equally weighted; 2024):
| Metric | Threshold (50%) | Target (100%) | Max (200%) | Actual | Actual Performance Factor |
|---|---|---|---|---|---|
| FFO per Share | $3.48 | $3.55 | $3.69 | $3.62 | 150% |
| Net Operating Income Growth | (2.50)% | (1.00)% | 2.50% | 0.67% | 148% |
| Average Occupancy | 86.00% | 88.50% | 91.00% | 87.99% | 90% |
| Average of Factors | — | — | — | — | 129% |
Plan-Based Equity Awards Granted (2024):
| Award Type | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Total Return-Based Restricted Stock (TR-RS) | — | 18,168 | 27,252 | $456,756 |
| Time-Based Restricted Stock (TBRS) | — | 18,168 | — | $444,208 |
Key design:
- Equity mix: 50% TBRS (4-year ratable vesting); 50% TR-RS (3-year absolute total return goals with threshold/target/max; potential +50% additional shares at max; dividends on TBRS non-forfeitable; TR-RS dividends generally non-forfeitable except CEO terms) .
- 2024 TR-RS target calibration: Starting price $24.45; Minimum 12.5% total return; Target 25.0%; Maximum 37.5%; parallel 2025 calibration starting at $29.13 .
Stock vested in 2024:
| Shares Vested | Value Realized ($) |
|---|---|
| 21,170 | $517,607 |
Equity Ownership & Alignment
| Beneficial Ownership (Mar 4, 2025) | Percent of Shares Outstanding |
|---|---|
| 145,103 | <1% |
Outstanding Equity Awards (Dec 31, 2024):
| Award Type | Unvested TBRS (#) | Market Value ($) | Unearned TR-RS at Target (#) | Payout Value ($) |
|---|---|---|---|---|
| Restricted Stock | 37,232 | $1,138,555 | 43,484 | $1,329,741 |
Vesting schedules:
- TBRS: Ratably annual over four years; forfeiture upon departure except death/disability/retirement plan exceptions .
- TR-RS: 3-year performance; pro rata non-forfeitable continuation upon death/disability; 100%+ vesting if relative TSR ≥50th percentile of FTSE NAREIT Equity Office Index .
Ownership policies:
- Officer stock ownership guideline: 5x base salary; compliance required within 5 years; sales and in-the-money option exercises restricted until compliant .
- Hedging/pledging prohibited; since 2009, no executive/director hedging; historical pledge disclosure relates to a retiring director, not Leary .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | None; no fixed-term contract |
| Change-in-Control Agreement | Double-trigger within 3 years post-CoC: immediate vesting of restricted stock; cash payment = 2.99x base amount (12× highest monthly salary + greater of 3-year average annual incentive/other cash bonuses or prior-year amount); stay bonus equal to base amount; no excise tax gross-ups; auto-renews annually; Leary’s agreement expires July 19, 2027 (unless notice not to extend) |
| Estimated CoC Benefits (Involuntary Termination as of 12/31/2024) | Cash $4,841,717; Benefits $128,312; Vest TBRS $1,138,555; Vest TR-RS $1,843,118 |
| Retirement Plan | Eligible July 2029 (55+ with 10 years or 30 years service); subject to notice & non-compete; TBRS & options non-forfeitable and vest per original grants; retain TR-RS that vest post-retirement |
| Clawback | Incentive compensation recoupment policy (restatement-based, including TSR/stock-price estimates); 2025 LTIP expressly subject to recoupment |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $828,929,000 | $833,997,000 | $825,862,000 |
| EBITDA ($USD) | $481,360,000* | $478,273,000* | $474,479,000* |
*Values retrieved from S&P Global.
Peer group and benchmarking:
- Office REIT peer group used for benchmarking (Brandywine, City Office, COPT Defense, Cousins, Hudson Pacific, Kilroy, Piedmont); overall compensation targeted around peer median (cash ≈ 50th percentile) .
- 2024 officer equity targets: COO 180% of salary; mix 50% TBRS / 50% TR-RS .
Say-on-pay approval (company-level):
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 | 91,048,929 | 4,431,256 | 241,553 | 4,241,498 |
| 2023 | 85,631,126 | 5,762,830 | 172,217 | 4,601,318 |
Compensation Structure Analysis
- Cash vs equity mix: Significant equity (180% of salary target) with half in performance-based TR-RS; annual bonus at-risk with corporate metrics, no discretionary overrides used in 2024 .
- Risk mitigants: No hedging/pledging; clawback; no excise tax gross-ups; no option grants since 2017 (all legacy options currently exercisable) .
- Performance goal rigor: 2024 actuals exceeded FFO/NOI targets and were slightly below occupancy target, producing a strong average factor (129%) .
- Governance: Compensation & Governance Committee (independent directors) oversees executive pay; Pearl Meyer engaged in 2024 review; strong say-on-pay support .
Investment Implications
- Alignment: High equity weighting and strict ownership/anti-hedging policies create strong skin-in-the-game; TR-RS tied to absolute/relative TSR amplifies upside/downside alignment .
- Retention risk: Material unvested TBRS (37,232) and TR-RS (43,484) plus 2.99x CoC cash/stay bonus reduce flight risk absent change-in-control; retirement eligibility later (2029) moderates near-term retirement risk .
- Potential selling pressure: Annual vesting (21,170 shares vested in 2024, $517,607 value) can create periodic liquidity events; Form 4 review recommended for open-market sales patterns (not disclosed in proxy) .
- Pay-for-performance: 2024 results (FFO/NOI beats; TSR 43%) support bonus/PSU outcomes; multi-year revenue/EBITDA stability and peer-informed targets suggest balanced incentive design .
- Governance quality: Independent committee oversight, clawback, no gross-ups, and strong say-on-pay outcomes are positives; change-in-control terms are market-standard with double-trigger and auto-renewal .