Constance B. Moore
About Constance B. Moore
Constance B. Moore, age 69, has served on HR’s Board since 2022 and was appointed Interim President and CEO on November 11, 2024. Her background includes CEO leadership at BRE Properties (a public REIT) from 2005 until its 2014 merger with Essex Property Trust, chair of Nareit in 2009, and board roles at Columbia Property Trust (2017–2021, one year as chair), Civeo Corporation, and TriPointe Homes (both since 2014). The Board affirmatively determined that, except for Ms. Moore, all directors and nominees are independent; Ms. Moore is not independent while serving as Interim CEO. Highlighted skills: executive leadership, real estate, and corporate finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BRE Properties, Inc. | President & CEO | 2005–2014 | Led company until merger with Essex Property Trust |
| Nareit | Chair | 2009 | Industry leadership and governance influence |
| Columbia Property Trust | Director; Chair (1 year) | 2017–2021 | Board leadership; one year as chair |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Civeo Corporation | Director | 2014 | Current public director |
| TriPointe Homes | Director | 2014 | Current public director |
Board Governance
- Committee assignments: Capital Allocation Committee member (current); previously served on the Compensation & Human Capital Committee during 2024 (former member) .
- Independence: Not independent while serving as Interim CEO; all other directors/nominees were determined independent .
- Attendance: The Board held 29 meetings in 2024; each director attended at least 75% of Board/committee meetings on which they served .
- Engagement: Independent directors held 17 executive sessions in 2024; HR separates Chair and CEO roles (independent Chair: Thomas N. Bohjalian) .
| Committee | Role | Year(s) |
|---|---|---|
| Capital Allocation | Member | 2025 |
| Compensation & Human Capital | Former Member | 2024 |
Fixed Compensation
- Non-Employee Director Compensation (May 2024–May 2025 term): Annual cash retainer $80,000; independent chair add’l $150,000; committee chair/member retainers—Audit ($30,000/$10,000), Compensation ($22,500/$7,500), Nominating ($22,500/$7,500), Capital Allocation ($22,500/$7,500); annual restricted stock grant $135,000 at the annual meeting; meeting fees $1,500 per meeting (after six meetings in 2024; after 10 meetings in 2025). Directors may elect retainer in restricted stock at a 1.1x multiple with one-year vesting .
- Moore’s 2024 Director Fees (prior to Interim CEO appointment): $104,750 cash; $135,003 stock awards; total $239,753 .
- Interim CEO arrangement (effective Nov 11, 2024): Base salary $150,000 per month; one-time cash bonus $312,500 (December 2024); restricted stock award grant-date value $1,250,000; if extended for transition after permanent CEO start, $90,000 per month for up to 60 days; no additional Board fees while serving as Interim CEO .
| Moore – 2024 Director Compensation (pre-CEO) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $104,750 |
| Stock Awards (grant-date fair value) | $135,003 |
| Total | $239,753 |
| Moore – Interim CEO Compensation | Amount |
|---|---|
| Base Salary | $150,000 per month |
| One-time Bonus (Dec 2024) | $312,500 |
| Restricted Stock Grant (Dec 2024, grant-date value) | $1,250,000 |
| Transition Pay (post permanent CEO, up to 60 days) | $90,000 per month |
| No Board Fees While Interim CEO | Stated policy |
Performance Compensation
- Moore’s 2024 NEO compensation reflected interim service late in the year and did not include non-equity incentive plan pay; reported NEO total compensation of $2,061,333 comprises salary, bonus, and stock awards (including a pre-CEO director grant) .
- HR’s pay-for-performance program for NEOs uses multi-metric OP Units/RSUs with three-year performance periods; 2022 RSUs measured below threshold on all metrics (no payout); 2023 and 2024 OP Units continue through 2025/2026 performance periods .
| Award Cycle | Metric | Weighting | Status as of 12/31/2024 |
|---|---|---|---|
| 2022 RSUs | Absolute TSR | 18% | Below Threshold |
| 2022 RSUs | Relative TSR | 12% | Below Threshold |
| 2022 RSUs | FFO per Share | 20% | Below Threshold |
| 2022 RSUs | FAD per Share | 20% | Below Threshold |
| 2023 OP Units | Relative TSR | 25% | Below Target (67% complete) |
| 2023 OP Units | FAD per Share | 20% | Below Target (67% complete) |
| 2023 OP Units | 3-yr Multi-tenant Occupancy | 15% | Below Target (67% complete) |
| 2023 OP Units | Dividend Payout Ratio | 10% | Below Target (67% complete) |
| 2024 OP Units | Relative TSR | 25% | Target (33% complete) |
| 2024 OP Units | FAD per Share | 20% | Target (33% complete) |
| 2024 OP Units | 3-yr Multi-tenant Occupancy | 15% | Target (33% complete) |
| 2024 OP Units | Dividend Payout Ratio | 10% | Target (33% complete) |
Significant performance measures used by HR’s program (unranked): Same Store Revenue Growth, Same Store NOI Growth, Multi-tenant occupancy, Normalized FFO/share, FAD/share, Relative three-year TSR, Dividend Payout Ratio .
Other Directorships & Interlocks
| Company | Role | Sector |
|---|---|---|
| Civeo Corporation | Director | Accommodations/services |
| TriPointe Homes | Director | Homebuilding |
| Columbia Property Trust | Prior Director; prior Chair (1 year) | Office REIT (prior) |
No related-party transactions were reported for 2024; related-party transactions must be reviewed by the Nominating & Corporate Governance Committee, approved by disinterested directors or the Compensation Committee if compensation-related, and disclosed; none were reportable in 2024 .
Expertise & Qualifications
- Executive leadership of public REITs, real estate operations, and corporate finance; highlighted skills: Executive Leadership, Real Estate, Corporate Finance .
- The Board’s core skills matrix shows Moore with strengths in Real Estate, Finance/Accounting, Corporate Finance, Risk Management, Executive Leadership, Capital Markets, Corporate Governance, Compensation .
Equity Ownership
| Ownership Detail | Amount | Date/Notes |
|---|---|---|
| Common Shares Beneficially Owned | 94,397 | As of March 27, 2025; includes restricted stock |
| Percent of Shares Outstanding | ~0.027% | 94,397 of 350,996,169 outstanding as of March 27, 2025 |
| Unvested Shares/Units | 78,438 | Market value $1,329,524 at $16.95 NYSE close on Dec 31, 2024; includes 9,416 director shares |
| Stock Ownership Guidelines | 3x annual director retainer (directors); 5x base salary (CEO) | Directors/NEOs have 5 years to comply; Moore not expected to meet CEO multiple while interim |
| Guideline Compliance | Met | As of Mar 27, 2025, all non-employee directors and NEOs met guidelines except Henry, Rufrano, Wood |
Restricted shares may not be sold, assigned, pledged, or transferred during the restriction period; directors retain voting and dividend rights during restriction .
Governance Assessment
- Independence and dual role: Moore’s interim CEO service renders her non-independent; however, HR maintains separation of Chair/CEO roles and robust independent director executive sessions (17 in 2024)—mitigating concentration of power while the CEO search proceeds .
- Attendance and engagement: High meeting cadence (29 Board meetings in 2024) and minimum 75% attendance across directors suggests active engagement; Moore is included in this attendance standard .
- Alignment: Moore meets stock ownership guidelines (directors: 3x retainer) and holds meaningful equity (94,397 shares; 78,438 unvested), aligning interests with shareholders; interim CEOs are not expected to meet the 5x CEO multiple .
- Compensation signals: Interim package emphasizes cash base ($150k/month) plus a one-time bonus ($312.5k) and restricted stock ($1.25M); no non-equity incentive plan for 2024—appropriate for temporary leadership but less performance-linked than standard CEO long-term incentives, which HR sets using multi-metric OP Units/RSUs .
- Conflicts/Related party: HR reports no related-party transactions in 2024; directors’ restricted shares cannot be pledged, reducing red-flag risk; no loans or family transactions disclosed .
- Committee roles: Current Capital Allocation member adds capital deployment oversight; prior participation on Compensation Committee indicates familiarity with pay governance .
RED FLAGS
- Non-independence while Interim CEO (board-level independence temporarily reduced) .
- Performance linkage: Interim compensation lacks long-term performance award disclosure specific to Moore, contrasting with the broader NEO OP Unit/RSU framework .
Positive Signals
- Strong governance practices (independent Chair, frequent executive sessions, stockholder engagement, clear committee charters) .
- Ownership alignment via guidelines compliance and significant unvested equity .
- No reportable related-party transactions in 2024 .
