David L. Gadis
About David L. Gadis
Independent director of Highwoods Properties (HIW) since 2021; currently CEO and General Manager of DC Water (since May 2018) overseeing a ~$1B budget and ~1,100 employees; Board Chair of Blue Drop (DC Water’s nonprofit affiliate). Prior roles include CEO/President of Veolia Water Indianapolis (1998–2017). Board confirms his independence; he serves on HIW’s Audit Committee and is financially literate. Age was disclosed as 61 in the 2023 proxy; no age provided in the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veolia Water Indianapolis | Chief Executive Officer & President | Dec 1998 – Jan 2017 | Led operations for a major water utility subsidiary of Veolia Group; strategic leadership and capital-intensive operations experience. |
| DC Water | Chief Executive Officer & General Manager | May 2018 – Present | Oversees ~$1B budget and ~1,100 employees; leadership of a large utility. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| DC Water | CEO & GM | May 2018 – Present | Operating executive; public infrastructure. |
| Blue Drop (DC Water affiliate) | Board Chair | Not disclosed | Nonprofit sales/marketing affiliate chair. |
| MN8 Energy, Inc. | Director | Not disclosed | Renewable energy company; no other public company directorships disclosed. |
Board Governance
- Committee assignments (2025 proxy): Audit Committee member; not listed on Compensation & Governance, Executive, or Investment Committees. All directors (including Gadis) affirmed independent; audit committee members are financially literate; two members (Lloyd, Todd) designated “financial experts.”
- Attendance and engagement: Board held 7 meetings in 2024; audit committee held 8; investment committee 3; executive committee 11. Each director attended at least 75% of aggregate board/committee meetings and all attended the 2024 annual meeting. Independent director executive sessions occur at regularly scheduled board meetings.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 8 | Financially literate; committee oversees financial reporting, ICFR, risk (including ESG/cyber). |
| Compensation & Governance | Not a member | 4 | Oversees compensation risk, governance, conflicts review. |
| Executive | Not a member | 11 | Meets on call; may exercise board powers within limits. |
| Investment | Not a member | 3 | Oversees acquisitions/developments/dispositions and portfolio resiliency. |
Fixed Compensation
- Director fee structure (2024): Base cash retainer $60,000; board chair +$40,000; committee membership retainers: Audit/Executive/Comp & Gov $7,500 each; Audit Chair $22,500; Comp & Gov Chair $10,000; Investment Committee membership $10,000; no meeting fees.
| Fee Component | Amount (USD) | Notes |
|---|---|---|
| Annual base cash retainer (non-employee director) | $60,000 | 2024 level |
| Board chair additional retainer | $40,000 | 2024 level |
| Committee membership (Audit/Executive/Comp & Gov) | $7,500 | Per committee, 2024 |
| Audit Committee Chair | $22,500 | Additional to base |
| Compensation & Governance Chair | $10,000 | Additional to base |
| Investment Committee membership | $10,000 | 2024 |
- Gadis’s reported director compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $67,500 | $67,500 |
| Stock Awards (Grant-Date Fair Value) | $85,092 | $92,568 |
| All Other Compensation (Restricted Stock Dividends) | $5,859 | $7,285 |
| Total | $158,451 | $167,353 |
Performance Compensation
- Non-employee director equity grants: On March 1, 2024, directors received time-based restricted stock valued at approximately $90,000 (10-day trailing average); grant-date fair value for Gadis was $92,568; shares vest on first anniversary. No options granted to directors under the 2021 plan; non-employee directors held 3,786 unvested time-based restricted shares as of 12/31/2024.
| Equity Component | Grant Date | Type | Grant Value | Vesting | Unvested at 12/31/2024 |
|---|---|---|---|---|---|
| Annual director grant | Mar 1, 2024 | Time-based restricted stock | ~$90,000 | 1-year cliff (first anniversary) | 3,786 shares |
| Gadis – grant-date fair value (subset of above) | Mar 1, 2024 | Time-based restricted stock | $92,568 | 1-year cliff | 3,786 shares |
No performance-based metrics are used for non-employee director compensation; grants are time-based only.
- Change-in-control treatment (plan-level): Outstanding restricted stock generally vests immediately upon a change-in-control unless assumed/replaced with a comparable award; the 2025 plan restricts acceleration except in death, disability, or involuntary termination in connection with/on or after a change-in-control; non-employee directors capped at 15,000 shares per year under plan.
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| MN8 Energy, Inc. | Not specified in proxy | Director | No HIW-related transactions disclosed; not a director of any other publicly-traded company per proxy. |
| Blue Drop | Nonprofit | Board Chair | Affiliate of DC Water; no HIW-related transactions disclosed in proxy sections reviewed. |
| DC Water | Public utility (municipal) | CEO & GM | External executive role; no HIW-related transactions disclosed in proxy sections reviewed. |
Expertise & Qualifications
- Strategic leadership of capital-intensive utilities; budget oversight and operational management at DC Water; prior CEO experience at Veolia Water Indianapolis.
- Independent director; Audit Committee member; financially literate; board maintains separation of chair and CEO and regular independent executive sessions.
- Board highlights oversight of risk, ESG, cybersecurity via Audit Committee; compensation risk oversight via Compensation & Governance Committee.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 4, 2025) | 10,647 shares; <1% of shares outstanding. |
| Unvested restricted stock (as of Dec 31, 2024) | 3,786 shares (time-based). |
| Options (exercisable/unexercisable) | None disclosed for Gadis; options noted only for Klinck and Miller. |
| Hedging/Pledging | Prohibited for directors; no hedging transactions by directors since policy inception (2009). |
| Stock Ownership Guidelines (Directors) | Hold ≥4x annual base cash retainer; expected compliance within 5 years (individual compliance status not disclosed). |
Governance Assessment
- Independence and committee effectiveness: Gadis is independent and serves on the Audit Committee that met 8 times in 2024, with explicit oversight of ICFR, auditor independence, enterprise risk (including ESG/cyber). Attendance thresholds met; annual meeting attended. These are positive signals of engagement and governance rigor.
- Alignment: Director pay mixes cash retainer and time-based restricted stock (~$90k grant, 1-year vest). Stock ownership guideline (4x retainer) and hedging/pledging prohibitions support alignment; Gadis holds 10,647 shares and 3,786 unvested restricted shares at year-end.
- Potential conflicts: Proxy outlines robust conflicts review and recusal processes; no Item 404(a) related-party transactions identified in the sections reviewed involving Gadis. External roles (DC Water, Blue Drop, MN8 Energy) present minimal direct overlap with HIW’s office REIT business based on disclosures.
- Director compensation reasonableness: Fee structure is standard for REIT boards; no meeting fees; total compensation for Gadis rose modestly YoY ($158,451 → $167,353), primarily from higher stock grant fair value. No options or performance grants for directors; consistent with market norms.
RED FLAGS
- None disclosed specific to Gadis (no hedging/pledging; independence affirmed; attendance adequate). Board-level note: one director (G. Anderson) has a legacy pledge pre-2009 policy—does not implicate Gadis.