Carlos E. Evans
About Carlos E. Evans
Independent Chair of the Board at Highwoods Properties (HIW) and Chair of the Executive Committee; member of the Compensation & Governance Committee. Retired banking executive with senior roles at Wells Fargo and Wachovia, and prior leadership at First Union; also serves on the board of Goldman Sachs BDC, Inc. (GSBD). Identified by the board as independent under NYSE rules; the company maintains a separated Chair and CEO structure, with Evans as Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo Bank | Executive Vice President; Group Head, Eastern Division of Commercial Banking; led Government & Institutional Banking; member of Wells Fargo’s Management Committee | Retired May 2014 | Senior leadership in commercial banking; capital markets and strategic transactions experience |
| Wachovia Corporation | Wholesale Banking Executive; Executive Vice President, General Banking Group | 2006–2009 | Led wholesale banking until Wachovia’s merger with Wells Fargo in 2009 |
| First Union National Bank | Wholesale Banking Executive for Commercial Segment | Joined 2000; prior to Wachovia merger (2001) | Commercial banking leadership pre-merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs BDC, Inc. (GSBD) | Director | Current | Audit, Compliance, Compensation, Contract Review, Governance & Nominating committees |
| Spoleto Festival USA | Chairman Emeritus | Current | Cultural non-profit leadership |
| Queens University of Charlotte | Director Emeritus | Current | Governance in higher education |
Board Governance
- Independence and structure: The board determined Evans is independent; HIW separates Chair and CEO roles, with Evans serving as Chair .
- Committee assignments: Executive Committee Chair; Compensation & Governance Committee member .
- Attendance and engagement: Board held 7 meetings in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Committee cadence: Compensation & Governance Committee met 4 times in 2024; Audit Committee met 8 times; Investment Committee met 3 times; Executive Committee met 11 times .
- Board limits and age policy: Directors may serve on no more than three other public company boards; age cap of 75 for appointments/re-nominations; no director serves on more than two other public company boards currently .
- Diversity statement: Board notes two independent directors are white females, one a black male, and one a male of Latin American origin (Evans) .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Base cash retainer | $60,000 | Non-employee directors |
| Board Chair retainer | $40,000 | Additional retainer for Chair of the Board |
| Committee retainers | $7,500 | Per committee (Audit, Executive, Compensation & Governance); Investment Committee member $10,000; Comp & Gov Chair $10,000; Audit Chair $22,500 |
| Meeting fees | $0 | No additional meeting/call fees |
| Evans – Fees earned (2024) | $115,000 | Sum of base, Chair retainer, Executive Committee Chair, Comp & Gov member |
| Evans – Dividends on restricted stock (2024) | $7,285 | Cash dividends on outstanding time-based director restricted stock |
| Equity Grant (Director) | Grant Date | Type | Shares/Value | Vesting |
|---|---|---|---|---|
| Annual director equity | March 1, 2024 | Time-based restricted stock | ~$90,000; reported value $92,568 | One-year cliff vest; directors held 3,786 unvested shares at 12/31/2024 |
Performance Compensation (Committee-Led Metrics)
Evans serves on the Compensation & Governance Committee that sets executive incentive metrics and pay-for-performance design.
| 2024 Annual Non-Equity Incentive Metrics (Executives) | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | 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 of factors | — | — | — | — | 129% |
Additional governance features:
- 2025 metric ranges: FFO/share $3.28/$3.35/$3.55; NOI growth (3.00)%/(1.50)%/4.00%; Average occupancy 85%/87%/90% .
- Long-term equity for executives: 50% time-based RS; 50% total return-based RS with 3-year absolute TSR hurdles (12.5%, 25%, 37.5%) and FTSE NAREIT Office peer-relative safeguard at ≥50th percentile .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Goldman Sachs BDC, Inc. | NYSE: GSBD | Audit, Compliance, Compensation, Contract Review, Governance & Nominating | HIW discloses no compensation committee interlocks involving HIW executives and other issuers’ boards |
Expertise & Qualifications
- Finance and capital markets: Senior banking leadership across First Union, Wachovia, Wells Fargo; strategic transactions experience .
- Governance: Independent Board Chair; Executive Committee Chair; member of Compensation & Governance Committee overseeing pay, succession, ESG/resiliency, and conflicts review processes .
- Community and non-profit leadership: Chair emeritus at Spoleto Festival USA; director emeritus at Queens University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Carlos E. Evans | 66,273 | <1% | As of March 4, 2025 |
| Unvested director restricted stock (general) | 3,786 | — | Each non-employee director held 3,786 unvested time-based RS at 12/31/2024 |
Stock ownership alignment and restrictions:
- Director stock ownership guideline: 4x annual base cash retainer (i.e., 4 × $60,000) .
- Hedging/pledging: Directors and executives prohibited from hedging and from pledging; since policy inception (2009) no hedging by directors/executives; one legacy pledge disclosed for G. Anderson (not Evans) .
Governance Assessment
- Independence and leadership: Independent Chair with strong committee roles (Executive Chair; Comp & Gov member). Separation of Chair/CEO supports oversight and board effectiveness .
- Engagement: High committee activity (11 Executive; 4 Comp & Gov meetings) and board-level executive sessions every regular meeting; directors met attendance thresholds and attended the annual meeting .
- Pay-for-performance oversight: As Comp & Gov member, Evans helps set rigorous FFO/NOI/occupancy targets and 3-year TSR gates; 2024 actual factors averaged 129%, consistent with disclosed 43% TSR and strong say-on-pay support (93.8%)—a positive investor confidence signal .
- Alignment: Director compensation combines cash retainer with annual time-based equity; stock ownership guidelines and anti-hedging/pledging policies enhance alignment; Evans’ personal ownership (<1%) is typical for REIT directors and supported by ongoing annual grants .
- Conflicts and capacity: External public board service limited (GSBD only), within HIW’s cap; HIW provides structured conflicts review and recusal protocols under Comp & Gov oversight. No related-party transactions involving Evans disclosed; no committee interlocks involving HIW executives .
- RED FLAGS: None disclosed for Evans (no pledging/hedging, no related-party transactions, no attendance shortfalls). Broader board note: a separate director (G. Anderson) has a legacy pledge predating the anti-hedging policy—a monitoring point but not attributable to Evans .
Compensation Committee Analysis (Context)
- Committee composition: Thomas P. Anderson (Chair), Carlos E. Evans, Anne H. Lloyd; all independent; meets 4×/year; oversees executive pay, succession, ESG/resiliency; uses peer benchmarking across office REITs .
- Independent consultant: Pearl Meyer engaged in 2019, 2022, and 2024 reviews—indicates structured, external benchmarking for named executives .
- Peer group (illustrative data at 12/31/2024): Brandywine, City Office, COPT Defense, Cousins, Hudson Pacific, Kilroy, Piedmont, with TEV/TSR used to contextualize pay decisions .
| Peer | HQ | Employees | TEV (USD mm) | 2024 TSR |
|---|---|---|---|---|
| Highwoods Properties, Inc. | Raleigh, NC | 350 | $6,619 | 43.0% |
| Brandywine Realty Trust | Philadelphia, PA | 285 | $3,225 | 17.2% |
| City Office REIT, Inc. | Vancouver, BC | 20 | $970 | -2.7% |
| COPT Defense Properties | Columbia, MD | 427 | $5,937 | 26.1% |
| Cousins Properties Inc. | Atlanta, GA | 306 | $7,795 | 32.6% |
| Hudson Pacific Properties, Inc. | Los Angeles, CA | 740 | $5,654 | -66.9% |
| Kilroy Realty Corporation | Los Angeles, CA | 229 | $9,508 | 7.7% |
| Piedmont Office Realty Trust, Inc. | Atlanta, GA | 150 | $3,225 | 37.2% |
Policy Controls (Risk Mitigation)
- Clawback: Incentive compensation recoupment policy applicable to cash and equity (including TSR-based awards), with estimation approach where necessary; 2025 equity plan explicitly subject to recoupment .
- Change-in-control: Outstanding restricted stock vests upon change in control unless assumed or replaced with comparable awards; 2025 plan maintains neutral treatment and allows vesting only upon involuntary termination in connection with change in control .
- Director capacity: Cap of ≤3 other public company boards; regular self-evaluation and re-nomination is not automatic, with emphasis on engagement, time commitment, and independence of mind .
Related-Party Transactions and Conflicts
- Oversight process: Comp & Gov Committee reviews any potential conflicts involving directors/executives; mandated disclosure and recusal with approval only by disinterested directors; annual conflicts questionnaires .
- Disclosures: No related-party transactions involving Evans; no compensation committee interlocks with HIW executives .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 93.8% of votes cast in favor; committee viewed results as supportive of practices .
- Annual frequency: HIW conducts say-on-pay annually per 2023 vote and board recommendation .
Governance Summary for Investors
- Evans’ independent Chair role and active committee leadership are positives for oversight, strategy, and risk management. The board’s pay design—mix of performance-based TSR awards and FFO/NOI/occupancy metrics—plus strong say-on-pay support and robust clawback/anti-hedging controls, supports investor confidence. No Evans-specific red flags disclosed; external GSBD directorship is within board limits and does not present disclosed interlocks/conflicts .