Jeffrey D. Miller
About Jeffrey D. Miller
Jeffrey D. Miller is Executive Vice President, General Counsel and Secretary of Highwoods Properties (HIW). He joined Highwoods in March 2007 after serving as a partner at DLA Piper (since 2005) and previously at Alston & Bird; he is admitted to practice in North Carolina . Mr. Miller is 54 and has held senior legal and corporate roles at Highwoods for 18+ years, including current external civic roles as trustee of Ravenscroft School and member of the Wake Forest School of Law Board of Visitors . Company performance in 2024 included a 43.0% absolute TSR, with bonus metrics tied to FFO/share, NOI growth, and occupancy; three-year revenue trends are flat-to-down modestly and EBITDA stable, as shown below .
Company Performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $828,929,000 | $833,997,000 | $825,862,000 |
| EBITDA ($USD) | $481,360,000* | $478,273,000* | $474,479,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DLA Piper US LLP | Partner | 2005–2007 | Led complex real estate and corporate matters; prepared Miller for in-house GC role at HIW |
| Alston & Bird LLP | Partner | to 2005 | Corporate/real estate legal leadership; foundational expertise for REIT governance |
| Highwoods Properties | VP/SVP, General Counsel & Secretary | 2007–present | Built internal legal function, supported capital markets, M&A, governance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hatteras Financial Corp. (NYSE:HTS) | Lead Independent Director | 2009–Jul 2016 | Board leadership until merger with Annaly; mortgage REIT oversight |
| Ravenscroft School | Trustee | Not disclosed | Community leadership and governance |
| Wake Forest School of Law | Board of Visitors | Not disclosed | Legal education advisory and network |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $346,559 | $351,588 | $352,393 |
| Target Bonus (% of salary) | 75% | 75% | 75% |
| Actual Bonus Paid ($) | $368,992 | $302,935 | $341,390 |
- Current base salary effective March 23, 2025: $361,203 .
2024 Perquisites (All Other Compensation)
| Item | Amount ($) |
|---|---|
| 401(k) Match | $15,525 |
| Dividends on Time-Based RS | $52,041 |
| Financial Consulting | $3,703 |
| Vehicle Allowance | $7,800 |
| Total | $79,069 |
Performance Compensation
Annual Bonus Design and 2024 Outcomes
- Weighting: Equal across the three metrics .
- Actual performance factor: 129% average; committee did not modify payouts .
| Metric | Threshold (50%) | Target (100%) | Maximum (200%) | 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 | — | — | — | — | 129% |
2025 Bonus Targets (for payout ~Mar 1, 2026): FFO/share $3.28/$3.35/$3.55; NOI growth (3.00)%/(1.50)%/4.00%; Average occupancy 85.00%/87.00%/90.00%. Executives may elect payout in RS that vests over three years (Klinck, Maiorana elected full RS) .
Long-Term Equity (2024 grants)
- Mix: 50% time-based RS (4-year ratable vest); 50% total return-based RS (3-year performance) .
| Grant Type | Shares | Threshold/Target/Max | Grant Date | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Time-Based RS | 13,344 | — | Mar 1, 2024 | $326,261 |
| Total Return-Based RS | 6,672 / 13,344 / 20,016 | 50% / 100% / 150% vest depending on absolute total return | Mar 1, 2024 | $335,478 |
Total return-based calibration: Starting price $24.45 (2024 cohort), min 12.5% TR, target 25.0%, max 37.5%; 2025 cohort starting price $29.13 with same hurdles . If HIW’s total return is ≥50th percentile of FTSE NAREIT Equity Office Index companies, at least 100% vests .
Vesting and Realized
| 2024 RS Vesting | Shares | Value Realized ($) |
|---|---|---|
| Restricted Stock Vested | 15,549 | $380,173 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 208,710 shares as of Mar 4, 2025; less than 1% of outstanding |
| Options (Exercisable) | 8,429 @ $45.61 exp 2/27/25; 17,485 @ $43.55 exp 2/28/26; 16,500 @ $52.49 exp 2/28/27; all options currently exercisable |
| Unvested Time-Based RS | 27,345 shares; market value $836,210 at 12/31/24 |
| Unvested TR-Based RS (Target) | 31,936 shares; market/payout value $976,603 at 12/31/24 |
| Scheduled Time-Based RS Vesting | 7,984 (Mar 2026); 6,165 (Mar 2027); 3,336 (Mar 2028) |
| Scheduled TR-Based RS Vesting (if criteria met) | 11,316 (Mar 2026); 13,344 (Mar 2027) |
| Stock Ownership Guidelines | Other Named Executives: 5x base salary; compliance within 5 years; sales generally restricted until in compliance |
| Hedging/Pledging | Prohibited (including margin accounts, pledges); since 2009, no hedging by named executives/directors disclosed; historic pledge noted for a former director, not Miller |
Policy alignment: strong long-term equity mix; dividends on time-based RS are non-forfeitable; dividends on TR-based RS generally non-forfeitable (CEO’s TR-based dividends accumulate and pay only upon vesting) .
Employment Terms
- Employment Agreement: None (at-will) .
- Change-in-Control (CIC) Agreements: Double-trigger cash severance equals 2.99x a base amount (12× highest monthly salary + greater of 3-year average annual incentive/bonuses or prior year amount); stay bonus equals base amount at first anniversary; accelerated vesting of RS upon CIC unless awards are assumed or replaced; no excise tax gross-ups; auto-renews annually unless notice given .
- Agreement Expiration: Mr. Miller’s CIC agreement currently scheduled to expire Feb 12, 2028 (auto-renewal each anniversary) .
- Estimated CIC Economics (12/31/24, involuntary termination post-CIC): cash $3,197,468; benefits $126,763; vesting of time-based RS $836,210; vesting of TR-based RS $1,353,654 .
- Retirement Plan: Eligible Aug 2025 subject to advance notice, non-compete, and conditions; pro rata annual bonus for year of retirement; stock options/time-based RS continue vesting; TR-based RS retained and continue vesting per original terms .
- Clawback: Board will recoup excess incentive compensation for three most recent years if a restatement; for stock price/TSR-based awards, recovery based on reasonable estimate of restatement impact; plan grants expressly subject to Incentive Compensation Recoupment Policy adopted Oct 18, 2023 .
Compensation Structure Analysis
- Mix shift: 2024 equity awards split 50/50 between time-based and total-return-based RS, maintaining meaningful at-risk, performance-linked pay .
- Annual bonus rigor: Multi-metric framework (FFO/share, NOI growth, occupancy) with thresholds/targets/max set annually; 2024 actual factor 129% without discretionary adjustment .
- Peer benchmarking: Office REIT peer group; total compensation targeted around competitive levels contingent on performance; 2024 peer list includes Brandywine, City Office, COPT, Cousins, Hudson Pacific, Kilroy, Piedmont .
- Shareholder support: 2024 Say-on-Pay approval 93.8% of votes cast, signaling broad investor alignment .
- Options policy: No new options since 2017; all outstanding options exercisable; equity remains primarily in RS/PSU formats, reducing repricing risk .
Equity Ownership & Alignment Details (Expanded)
| Category | Policy / Status |
|---|---|
| Ownership Guidelines | 5x salary; quarterly compliance monitoring; sale restrictions until in compliance |
| Anti-Hedging/Pledging | No hedging, margining, or pledging; historic pledge disclosed for a retired director; no pledging disclosed for Miller |
| Dividend Treatment | Time-based RS: dividends non-forfeitable; TR-based RS: dividends generally non-forfeitable (CEO exception accrual-to-vest) |
Employment Terms (Expanded CIC Detail)
| Provision | Terms |
|---|---|
| Vesting on CIC | Immediate vesting unless awards assumed or replaced with substantially equal value; committee may vest on involuntary termination in connection with/after CIC |
| Cash Multiple | 2.99× base amount; plus stay bonus equal to base amount; no excise tax gross-up |
| Good Reason Window | 3 years post-CIC (termination without cause or resignation for good reason) |
| Agreement Term | Miller: expires Feb 12, 2028; auto-renews annually unless notice |
Investment Implications
- High alignment: Strong stock ownership rules, anti-hedging/pledging, and significant at-risk equity (TR-based RS tied to absolute and relative TSR) support pay-for-performance and long-term value creation .
- Near-term vesting and selling pressure: Material scheduled vesting in March 2026–2028 (TBRS and TRRS); while net share settlements are possible, sale restrictions until guideline compliance may temper selling pressure .
- Retention risk: Retirement eligibility beginning August 2025 introduces optionality; CIC protections are robust (2.99x + stay bonus) but lack tax gross-ups; no employment contract reduces lock-in but standard for REITs .
- Performance linkage: 2024 bonus metrics were met/exceeded (129% factor) amid 43% TSR rebound; continued emphasis on FFO/NOI/occupancy offers line-of-sight and reduces gaming risk .
- Governance support: Strong say-on-pay (93.8%) and use of independent consultant (Pearl Meyer) reduce compensation inflation or misalignment risk; peer calibration reflects office REIT realities .
Citations:
- Biography, age, start date, external roles: **[921082_0000921082-25-000004_hiw-20241231.htm:39]** **[921082_0000921082-24-000006_hiw-20231231.htm:39]** **[921082_0000921082-14-000005_hiw1231201310k.htm:26]** **[921082_0000921082-16-000057_hiw1231201510k.htm:27]**
- Revenues: **[921082_0000921082-23-000006_hiw-20221231.htm:95]** **[921082_0000921082-24-000006_hiw-20231231.htm:98]** **[921082_0000921082-25-000004_hiw-20241231.htm:88]**; EBITDA values retrieved from S&P Global
- Annual bonus design/outcomes and 2025 targets: **[921082_0000921082-25-000012_hiw-20250328.htm:22]** **[921082_0000921082-25-000012_hiw-20250328.htm:23]**
- Equity awards (shares, values, TR hurdles): **[921082_0000921082-25-000012_hiw-20250328.htm:31]** **[921082_0000921082-25-000012_hiw-20250328.htm:24]**
- Vesting realized 2024: **[921082_0000921082-25-000012_hiw-20250328.htm:33]**
- Outstanding equity awards and vesting schedules: **[921082_0000921082-25-000012_hiw-20250328.htm:32]**
- Ownership table and options exercisable policy: **[921082_0000921082-25-000012_hiw-20250328.htm:10]** **[921082_0000921082-25-000012_hiw-20250328.htm:12]**
- Stock ownership guidelines and hedging/pledging policy: **[921082_0000921082-25-000012_hiw-20250328.htm:10]**
- No employment agreement: **[921082_0000921082-25-000012_hiw-20250328.htm:27]**
- CIC terms, expiration, estimated benefits: **[921082_0000921082-25-000012_hiw-20250328.htm:28]** **[921082_0000921082-25-000012_hiw-20250328.htm:33]** **[921082_0000921082-25-000012_hiw-20250328.htm:35]** **[921082_0000921082-25-000012_hiw-20250328.htm:36]**
- Clawback policy and plan recoupment clause: **[921082_0000921082-25-000012_hiw-20250328.htm:29]** **[921082_0000921082-25-000012_hiw-20250328.htm:49]**
- Peer group; say-on-pay support; consultant use: **[921082_0000921082-25-000012_hiw-20250328.htm:20]** **[921082_0000921082-25-000012_hiw-20250328.htm:19]**