Candice W. Todd
About Candice W. Todd
Independent director of Highwoods Properties, Inc. (HIW), elected effective January 30, 2024; designated as a financial expert on the Audit Committee under NYSE independence standards. Former Managing Director/Global CFO of Morgan Stanley Real Estate Investments (2019–Feb 2023) and a certified public accountant, bringing deep real estate finance and reporting expertise. The board reported that in 2024 each director attended at least 75% of meetings and all directors attended the annual meeting; the board met seven times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley Real Estate Investments | Managing Director/Global Chief Financial Officer | 2019–Feb 2023 | Oversight of global real estate fund finance; risk assessment and reporting |
| Morgan Stanley (predecessor) | Real estate investment, finance, accounting roles incl. Global CFO of open‑end funds (U.S., Europe, Asia) | Joined 1994; roles prior to 2019 | Capital markets and fund governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Health Investors, Inc. (public REIT) | Director; Audit Committee member | Current (as of 2025) | Financial oversight in senior housing/medical REIT sector |
| National Council of Real Estate Investment Fiduciaries (NCREIF) | Director; Past Chair | Current/past | Industry standards; performance measurement governance |
Board Governance
- Committees: Audit Committee member; Audit Committee composition: Lloyd (Chair), Gadis, Hartzell, Todd; Audit Committee held eight meetings in 2024 and oversees audit, internal controls, ESG/cyber risk, and auditor independence .
- Independence: Board determined Todd is independent under NYSE rules; no compensatory or consulting fees beyond director compensation; designated financial expert (with Anne H. Lloyd) .
- Compensation & Governance Committee: Composition is T. Anderson (Chair), Evans, Lloyd; Todd is not a member; committee held four meetings in 2024 .
- Attendance and engagement: In 2024, each director attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting; board met seven times in 2024 .
Fixed Compensation
| Component | 2024 Terms | Notes |
|---|---|---|
| Annual base cash retainer | $60,000 | Applies to non‑employee directors |
| Committee member retainers | Audit/Executive/Comp & Gov: $7,500 each | Chair premiums: Comp & Gov $10,000; Audit $22,500 |
| Investment Committee retainer | $10,000 | For non‑employee directors serving on Investment Committee |
| Meeting fees | None (no per‑meeting fees) | |
| Equity grant (directors) | Time‑based restricted stock ≈$90,000 grant-date value (10‑day trailing average); vests on 1st anniversary | March 1, 2024 awards |
| 2024 total for Candice W. Todd | Fees $61,876; Stock awards $92,568; Dividends $5,679; Total $160,123 | Reflects partial-year service beginning 1/30/2024 |
Performance Compensation
- Directors: No performance-based equity; director awards are time‑based restricted stock vesting after one year; no options granted under recent plans .
- Executive metrics (board oversight context):
- The Comp & Gov Committee sets annual non‑equity incentive metrics for executives (FFO/share, NOI growth, average occupancy), with threshold/target/max and discretionary adjustment authority (not exercised in 2024) .
- Total return‑based restricted stock for executives has 3‑year absolute TSR thresholds; target and max with potential additional shares; percentile safeguard vs FTSE NAREIT Equity Office Index .
| 2024 Executive Incentive Metrics | Threshold (50%) | Target (100%) | Maximum (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% |
| Total Return‑Based Restricted Stock Payout Curve | Starting Price | Minimum (50%) | Target (100%) | Maximum (150%) |
|---|---|---|---|---|
| 2024 Award | $24.45 | 12.5% Total Return | 25.0% Total Return | 37.5% Total Return |
| 2025 Award | $29.13 | 12.5% Total Return | 25.0% Total Return | 37.5% Total Return |
Other Directorships & Interlocks
- Public company board: National Health Investors, Inc. (NHI) – Audit Committee member .
- Industry nonprofit: NCREIF director; past chair .
- Interlocks/conflicts: No current interlocks disclosed involving HIW executive officers; Comp & Gov Committee notes no interlocks in prior three years . No related-party transactions disclosed involving Todd in the latest proxy .
Expertise & Qualifications
- Financial expert (Audit Committee) with CPA credentials and prior global CFO experience in a major real estate investment platform .
- Real estate investment, capital markets, and strategic transaction expertise; extensive industry contacts .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of March 4, 2025) | 3,786 shares; less than 1% of outstanding |
| Director stock ownership guideline | 4x annual base cash retainer (5‑year compliance window) |
| Hedging/pledging policy | Directors and executives prohibited from hedging or pledging; since 2009 none have engaged in hedging; pledge disclosed only for G. Anderson (not Todd) |
| Outstanding awards (directors) | As of 12/31/2024, each non‑employee director held 3,786 unvested time‑based restricted shares |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025-05-15 | 2025-05-14 | Award (Common Stock) | 3,060 | 6,846 | https://www.sec.gov/Archives/edgar/data/921082/000156218025003878/0001562180-25-003878-index.htm |
| 2024-03-04 | 2024-03-01 | Award (Common Stock) | 3,786 | 3,786 | https://www.sec.gov/Archives/edgar/data/921082/000156218024002150/0001562180-24-002150-index.htm |
| 2024-02-07 | 2024-01-30 | Initial Statement (Form 3) | — | — | https://www.sec.gov/Archives/edgar/data/921082/000156218024001125/0001562180-24-001125-index.htm |
Say‑on‑Pay & Shareholder Feedback
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Say‑on‑pay For (shares) | 85,631,126 | 86,373,663 | 91,048,929 |
| Say‑on‑pay Against (shares) | 5,762,830 | 5,740,434 | 4,431,256 |
| Abstain (shares) | 172,217 | 217,779 | 241,553 |
| Broker Non‑Votes (shares) | 4,601,318 | 4,514,999 | 4,241,498 |
| Management commentary | 2024 support: 93.8% of votes cast for | — | — |
Compensation Committee Analysis
- Committee composition: T. Anderson (Chair), Evans, Lloyd; all independent; four meetings in 2024; oversight includes pay risk assessment, peer benchmarking, and equity plan governance .
- Consultant use: Pearl Meyer engaged in 2024 to review executive compensation; prior engagements in 2019 and 2022 .
- Peer group (office REITs) used for benchmarking; HIW reported 2024 TSR +43.0% and peers listed with TEV and TSR context .
Governance Assessment
- Strengths: Independent Audit Committee membership and financial expert designation support robust financial oversight; clear prohibition on hedging/pledging and 4x retainer ownership guideline align director incentives; strong recent say‑on‑pay support indicates investor confidence .
- Engagement: Board and committee cadence (board: 7; audit: 8 in 2024) and ≥75% attendance threshold met by all directors; structured investor engagement pathways and executive sessions at each regular board meeting enhance governance transparency .
- Potential conflicts: No related‑party transactions disclosed for Todd; committee processes require disclosure and recusals for any conflicts, with disinterested director approval .
- Watch items: Director ownership expected to build toward guideline over five years; continue monitoring future director equity grants and any external board commitments for time/availability limits (max three other public boards per guideline) .
Election/tenure note: Todd received 95,494,592 votes FOR (withheld 227,146) in 2025 director election; overall governance proposals (auditor ratification, say‑on‑pay, new 2025 LTIP) passed with strong support .
Director election effective date: Elected January 30, 2024; independent and financially literate designation affirmed by the board .