David J. Hartzell
About David J. Hartzell
David J. Hartzell, Ph.D., has served as an independent director of Highwoods Properties, Inc. since 2009 and is the Steven D. Bell and Leonard W. Wood Distinguished Professor in Real Estate at UNC Kenan-Flagler Business School; he previously held roles as Vice President at Salomon Brothers, research associate at The Urban Institute, and financial economist at the U.S. Office of the Comptroller of the Currency, and is a former president of the American Real Estate and Urban Economics Association . The board has determined he is independent under NYSE rules; in 2024 the board met seven times, all directors attended the annual meeting, and each director attended at least 75% of board and committee meetings on which they served, with independent director executive sessions at each regular meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of North Carolina Kenan-Flagler Business School | Steven D. Bell & Leonard W. Wood Distinguished Professor in Real Estate | Joined 1988 (current role) | Academic leadership and real estate finance expertise |
| Salomon Brothers Inc. | Vice President | Not disclosed | Capital markets and real estate investment banking experience |
| The Urban Institute | Research Associate | Not disclosed | Policy and economic research experience |
| U.S. Office of the Comptroller of the Currency | Financial Economist | Not disclosed | Financial regulatory and economic analysis experience |
| American Real Estate & Urban Economics Association | President (former) | Not disclosed | Industry leadership and professional network |
External Roles
| Organization | Role | Tenure | Public Company Boards |
|---|---|---|---|
| American Real Estate & Urban Economics Association | Former President | Not disclosed | None; not a director of any other publicly-traded company |
| UNC Kenan-Flagler Business School | Distinguished Professor | Current | None; not a director of any other publicly-traded company |
Board Governance
- Committee assignments: Audit Committee Member (committee held eight meetings in 2024; Chair: Anne H. Lloyd); Investment Committee Member (committee held three meetings in 2024; Chair: Theodore J. Klinck) .
- Independence and leadership: Board determined Hartzell and the majority of directors are independent; the Chair and CEO roles are separated; independent directors meet in executive session at each regular board meeting .
- Attendance and engagement: In 2024, each director attended at least 75% of aggregate board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee interlocks: Compensation and Governance Committee has no interlocks; members are independent and none are current/past employees; Hartzell is not on this committee .
- Governance policies: Directors may not serve on more than three other public company boards; board updated age policy in 2024/2025 (no nominations at or above age 75) .
Fixed Compensation
Director cash and equity compensation (non-employee director program):
- Annual base cash retainer: $60,000; Audit/Executive/Compensation & Governance committee retainer: $7,500 per committee; Audit Chair additional retainer: $22,500; Compensation & Governance Chair additional retainer: $10,000; Investment Committee retainer: $10,000; no meeting fees .
- Annual director equity grant: Time-based restricted stock valued at approximately $90,000 (granted March 1 each year, vests on first anniversary) .
| Year | Fees Earned or Paid in Cash | Stock Awards (Grant-Date FV) | All Other Compensation (Dividends) | Total |
|---|---|---|---|---|
| 2022 | $77,500 | $90,906 | $4,466 | $172,872 |
| 2023 | $77,500 | $85,092 | $5,859 | $168,451 |
| 2024 | $77,500 | $92,568 | $7,285 | $177,353 |
Notes:
- As of Dec 31, 2024, each non-employee director held 3,786 unvested shares (2023: 3,211; 2022: 2,085), vesting on the first anniversary of grant .
- Hartzell’s 2024 cash fees align with his Audit (+$7,500) and Investment (+$10,000) committee memberships plus base retainer .
Performance Compensation
Non-employee director equity is time-based, not performance-based; no disclosed performance metrics apply to director grants. Restricted stock vests on the first anniversary; dividends on director restricted stock are paid at the same rate and on the same date as common stock .
| Grant Date | Instrument | Shares (Unvested at YE) | Vesting | Grant Value |
|---|---|---|---|---|
| Mar 1, 2024 | Time-based RS | 3,786 (as of Dec 31, 2024) | 1-year cliff (Mar 1, 2025) | ~$90,000 (grant-date FV $92,568) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | None; “Dave is not a director of any other publicly-traded company.” |
| Committee interlocks | No compensation committee interlocks disclosed; Hartzell is not a member of the compensation committee . |
| Non-profit/academic boards | Distinguished Professor at UNC; former President of AREUEA . |
Expertise & Qualifications
- Real estate portfolios, real estate finance, and mortgage-backed securities expertise; experience in real estate investment banking and capital markets .
- Financial literacy as an Audit Committee member (board determined audit members are financially literate) .
- Ph.D. designation noted in prior proxy (David J. Hartzell, Ph.D.) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Ownership % of Shares Outstanding | Notes |
|---|---|---|---|
| Mar 4, 2025 | 28,729 | <1% | No pledge footnote; anti-hedging/pledging policy in effect since 2009 . |
| Mar 5, 2024 | 34,902 | <1% | No pledge footnote; anti-hedging/pledging policy . |
| Mar 7, 2023 | 31,116 | <1% | No pledge footnote; anti-hedging/pledging policy . |
Policy alignment and risk controls:
- Directors must maintain stock ownership equal to 4x the annual base cash retainer; compliance is expected within five years; hedging and pledging are prohibited (no margin accounts or collateralized loans); since 2009, no named executives or directors have engaged in hedging transactions .
Governance Assessment
- Committee roles and effectiveness: Hartzell’s Audit and Investment Committee roles align with his finance and real estate expertise; audit oversight encompasses internal controls, risk management (including cybersecurity and climate), and ESG disclosure processes; investment oversight covers major transactions and portfolio resiliency policies .
- Independence and structure: Independent status confirmed; separate Chair and CEO; regular executive sessions; clear conflict review procedures and recusal requirements for directors; audit committee members do not receive consulting/advisory fees from the company .
- Attendance and engagement: Board met seven times in 2024; directors met the ≥75% attendance threshold and attended the annual meeting, supporting engagement and effectiveness .
- Director pay mix and alignment: Pay structure balances fixed cash with meaningful annual equity that vests over one year; dividends paid on restricted stock; no meeting fees (limits potential perverse incentives); annual equity encourages alignment with shareholder interests .
- Potential conflicts/related-party exposure: No Hartzell-specific related-party transactions or conflicts disclosed; company maintains formal conflict review and recoupment policies; no tax gross-ups or option repricing disclosed for directors .
- Shareholder signals: Strong say-on-pay support (93.8% in 2024; 93.7% in 2023), indicating investor confidence in compensation governance .
Overall signal: Hartzell appears to be a technically strong, independent director with audit and investment oversight responsibilities aligned to his expertise; no disclosed conflicts or attendance issues; equity grants and ownership policies support alignment, with board structures and policies consistent with governance best practices .