Charles A. Anderson
About Charles A. Anderson
Independent director of Highwoods Properties (HIW) since 2014. Co‑founder of Bandera Ventures (2003) with 30+ years in real estate development and investment; prior 16 years at Trammell Crow Company as senior executive director for the Western U.S., serving on its executive and operating committees . Age 62 (as disclosed in 2023) . Core credentials: public company board experience, real estate acquisition/development/operations expertise, investment oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trammell Crow Company | Senior Executive Director, Western U.S. development & investment | 16 years | Served on executive and operating committees |
| Bandera Ventures | Co‑founder | Founded 2003 | Led real estate development and investment initiatives |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Triumph Financial, Inc. (NASDAQ: TFIN) | Director; Chair, Compensation Committee; Member, Nominating & Corporate Governance | Not disclosed | Compensation leadership and governance oversight |
| TBK Bank, SSB | Director | Not disclosed | Board oversight (bank subsidiary of Triumph Financial) |
| Portion Capital | Advisory Board of Directors | Not disclosed | Advisory governance |
| Alta Arbor Holdings | Director | Not disclosed | Board oversight |
| Watermark Community Church | Active participant | Not disclosed | Community involvement |
| The Cooper Institute; East‑West Ministries | Director (prior disclosures) | Not disclosed | Non‑profit board roles |
Board Governance
- Independence: Board determined Charles A. Anderson is independent under NYSE rules; no relationships interfering with independent judgment .
- Committee assignments at HIW: Investment Committee member (not Audit; not Compensation & Governance; not Executive) .
- Attendance: In 2024 each director attended at least 75% of aggregate board and applicable committee meetings; all directors attended the 2024 annual meeting; board held seven meetings .
- Committee activity (context for oversight): Audit Committee held 8 meetings; Compensation & Governance held 4; Investment held 3; Executive held 11 in 2024 .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled board meeting .
- Board service limits: Directors may serve on no more than three other public boards; no director currently serves on more than two .
- Conflict management: Potential conflicts reviewed by Compensation & Governance; recusals required; approval only by majority of disinterested directors .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual base cash retainer ($) | $60,000 | $60,000 |
| Investment Committee member retainer ($) | $10,000 | $10,000 |
| Fees Earned or Paid in Cash ($) | $70,000 | $70,000 |
Notes: No additional meeting fees; audit/compensation committee member retainers ($7,500) and chair premiums ($22,500 Audit; $10,000 Comp & Gov) apply only if serving—Anderson is not on those committees .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Equity awards (time‑based RS) – grant date fair value ($) | $85,092 | $92,568 |
| Grant date | March 1, 2023 | March 1, 2024 |
| Shares granted/unvested at year‑end | 3,211 unvested at 12/31/2023 | 3,786 unvested at 12/31/2024 |
| Vesting | First anniversary of grant date | First anniversary of grant date |
| Dividends on restricted stock (All Other Compensation) ($) | $5,859 | $7,285 |
- Director equity is time‑based, not performance‑based; no director‑specific performance metrics disclosed (equity vests with time) .
Other Directorships & Interlocks
| Company | Public? | Interlock/Conflict Notes |
|---|---|---|
| Triumph Financial, Inc. (TFIN) | Yes | No compensation committee interlocks identified in HIW disclosures; HIW reports no interlocks involving its executives and other entities’ boards/comp committees over past 3 years . |
| TBK Bank, SSB; Portion Capital (Advisory); Alta Arbor Holdings; The Cooper Institute; East‑West Ministries; Watermark Community Church | No/Not disclosed | Governance/charitable roles; no related‑party transactions disclosed at HIW . |
Expertise & Qualifications
- Real estate development, investment and operations leadership; extensive industry contacts .
- Public company governance expertise (Compensation Committee chair at TFIN; Nom/Gov committee member) .
- Board determined financially literate audit committee members but Anderson is not on Audit; overall board skills/experience matrix indicates diversified expertise across directors .
Equity Ownership
| Metric | 2023 (as of Mar 7, 2023) | 2025 (as of Mar 4, 2025) |
|---|---|---|
| Beneficial ownership – shares | 18,609 | 22,395 |
| Ownership % of shares outstanding | <1% | <1% |
| Unvested restricted shares (year‑end prior) | 3,211 at 12/31/2023 | 3,786 at 12/31/2024 |
- Stock ownership guidelines: Directors must hold 4x annual base cash retainer; expected compliance within five years; hedging and pledging prohibited; since 2009, no hedging by directors; one director (G. Anderson) has a legacy pledge predating the policy; no pledge disclosure for C. A. Anderson .
Governance Assessment
- Board effectiveness: Anderson brings deep real estate operating and investment expertise plus external compensation/governance leadership from TFIN; at HIW he serves on the Investment Committee, aligning with portfolio capital allocation oversight .
- Independence and engagement: Confirmed independent; attends meetings at required thresholds; independent director executive sessions are routine, supporting candid oversight .
- Alignment: Cash/equity mix typical for HIW directors; annual RS awards with one‑year vesting and dividend participation; director ownership guidelines and anti‑hedging/pledging reinforce alignment .
- Conflicts/Red flags: No related‑party transactions or interlocks involving HIW executives; board conflict‑management and recusal processes are established. RED FLAGS: none disclosed specific to Anderson; note legacy pledge pertains to a different director (G. Anderson) .
- Shareholder signal: HIW’s 2024 say‑on‑pay approval was 93.8%, indicating broad investor support for compensation governance, indirectly supportive of board oversight quality .