ahh-20240419


Summary of Director Skills Our directors bring to our Board a wide variety of skills, qualifications, and viewpoints that strengthen our Board’s ability to carry out its oversight role on behalf of our stockholders. All of our directors exhibit high integrity, an appreciation for diversity of background and thought, innovative thinking, a proven record of success, and deep knowledge of corporate governance requirements and best practices.

Relevant Skills and Experience •Each of our directors have served in senior leadership positions across various industries such as healthcare, hospitality, real estate, and transportation. •Experience includes the positions of Chief Executive Officer, Executive Vice President, Chairman, Governor of Virginia, US Senator, and Chief Real Estate and Corporate Sustainability Officer. •Mix of director tenure, skills, and background that provides a balance of experience and institutional knowledge with diversity of thought and perspective. Proxy Access •A stockholder, or group of up to 20 stockholders, owning at least 3% of the Company’s outstanding shares of common stock continuously for at least three years, is able to nominate and include in the Company’s proxy materials eligible director nominees up to the greater of (i) 20% of the number of directors up for election at the Company’s annual meeting of stockholders or (ii) two director nominees, subject to the additional requirements specified in the Company’s bylaws. Bylaw Amendments •Stockholders satisfying the ownership and eligibility requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), have the power, by the affirmative vote of a majority of all votes entitled to be cast on the matter, to alter or repeal any provision of the bylaws and to adopt new bylaws, except that stockholders do not have the power to alter or repeal certain articles relating to stockholder amendments or indemnification and advancement of expenses or adopt any provision of the bylaws inconsistent with such articles without the approval of the Board.						100% of our directors have served in senior leadership positions

						12.2% of our Company was owned by our named executive officers and directors* as of December 31, 2023 *Including their trusts

						70% of our directors are independent

EMPOWERING OUR PEOPLE

Armada Hoffler is committed to providing each employee with a safe, welcoming, and inclusive work environment and culture that enables them to contribute fully and develop to their highest potential. In 2023, we continued to improve our employee benefits. We also continued to invest in developing our people. We engaged Rice & Associates to initiate our second High Performance Leadership program to help ensure we have a strong pipeline of future leaders. Additionally, we continued to make progress in our diversity, equity, and inclusion programs to spread a wider net for diverse talent.

PROTECTING OUR PLANET

During 2023, we remained more committed than ever to minimizing our impact on the environment. We took additional steps to further gather and analyze our emissions data to set our baseline in 2023. We continued our LED light conversions for our common areas and units in our multifamily portfolio, which we expect to be fully complete by 2025.

SUPPORTING OUR COMMUNITIES

From our earliest days, Armada Hoffler has been dedicated to supporting local neighborhoods, cities, and towns. Today, we remain committed to working with local nonprofits, academic institutions, and civic leaders to make our communities a better place to work, live, and play. In 2023, this included creating new jobs and supporting local suppliers through projects such as our Southern Post development in Roswell, Georgia. We also continued to support partners such as Operation Homefront and other organizations that provide a helping hand to families during trying times.

LEARNING AND DEVELOPMENT

We believe our business thrives when our employees are given the tools and opportunities to succeed, which is why we continue to invest in employee education and skill development. Our goal is to provide development for all employees related not only to regulatory requirements and corporate policies, but also ongoing learning opportunities to help our employees build their professional skills and capabilities necessary to meet business needs and advance their careers.

DIVERSITY, EQUITY AND INCLUSION

Armada Hoffler believes a diverse and inclusive workforce, representing a rich mix of experiences, cultures, and backgrounds contributes different perspectives and innovative ideas that enable us to improve every day. We believe that every employee should be provided the same opportunity to be heard, be respected, have a sense of belonging, and contribute to our mission.



COMMUNITY OUTREACH Working with local nonprofits, academic institutions, and civic leaders, Armada Hoffler’s Outreach Committee provides philanthropic contributions to help address areas of significant need in our communities. It also organizes employee volunteering and employee-led fundraisers. Employees can earn additional paid time off by participating in community outreach programs each quarter. In addition, Armada Hoffler provides corporate charitable donations including event sponsorships to local organizations. AWARDS In 2023, Armada Hoffler and its officers and employees were recognized through several awards, including: •Virginia Business 2024 Best Places to Work •Virginia Business 100 People to Meet in 2024: Shawn Tibbetts •Virginia Business 500 Power List: Lou Haddad •Globe St. Women of Influence, 2023: Summer Chu and Chelsea Forrest •Globe St. Influencer in Retail, 2023: Wesley Dodd •MHN Excellence Award 2023 - Best Adaptive Reuse, Silver: Chronicle Mill



EMPLOYEE HEALTH AND SAFETY We comply with all health, safety, and security laws and regulations of the jurisdictions in which we do business and limit employee exposure to potential safety hazards through proper design, engineering and administrative controls, preventive maintenance, and safe work procedures. We record, track, and report all occupational injuries and illnesses in our incident reporting management system and encourage employee reporting of job-related injuries. We investigate all safety incidents and implement corrective actions to eliminate their causes. As part of our enterprise-wide safety management system, we invest in training, technology, and people. Our approach to safety is grounded in our Corporate Safety and Health Program, which applies to all employees and contractors. It is based on the U.S. Occupational Safety & Health Administration (OSHA) standards. All employees—from those at our corporate headquarters to those working on our construction sites—receive mandatory quarterly safety training based on the requirements of their respective roles. Training ranges from first aid, workplace violence, and CPR training to hazardous waste operations, ladder safety, and emergency response training.



BOARD LEADERSHIP & DIVERSITY As of December 31, 2023, our Board of Directors consisted of nine directors, six of whom are independent based on SEC and New York Stock Exchange (the "NYSE") rules for director independence. Mr. Jon Snow is not standing for re-election as a director at the Annual Meeting. On March 22, 2024, the Board appointed F. Blair Wimbush to the Board, temporarily increasing the size of the Board to ten directors. In connection with the appointment of Mr. Wimbush to the Board on March 22, 2024, the Board approved an automatic reduction of the size of the Board to nine directors upon Mr. Snow's retirement from the Board, which will be effective at the Annual Meeting. The Board is supported by a lead independent director. The Board has three standing committees: Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each consisting solely of independent directors. We strive to maintain a healthy blend of director tenure, recognizing that longer-serving directors possess crucial institutional knowledge of our Company and its culture, while periodic refreshment brings a fresh outlook and contributes to Board independence and oversight. The average tenure of our directors is nine years. We prioritize Board diversity and are mindful of the many ways the Board benefits from receiving a wide range of viewpoints and perspectives. Currently, one of our nine directors self-identifies as a woman and two self-identify as ethnically diverse. You can find more detailed information about our Board’s unique set of experiences and qualifications and Committee Charters on our website.

We have elected to provide access to our proxy materials online. Accordingly, we are sending the Notice to our stockholders of record on April 15, 2024 (the “Record Date”). All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found in the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. On or about April 19, 2024, we intend to make this Proxy Statement available online and to mail the Notice to all stockholders entitled to vote at the Annual Meeting. We intend to mail this Proxy Statement, together with a proxy card, to those stockholders entitled to vote at the Annual Meeting who have properly requested paper copies of such materials, within three business days of such request.


Proposal 1 (Election of Directors)			The affirmative vote of a majority of the votes cast for or against a nominee at a meeting at which a quorum is present is required for the election of directors. For purposes of the election of directors, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
Proposal 2 (Ratification of Ernst & Young LLP)			The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. For purposes of the vote on the ratification of Ernst & Young LLP as our independent registered public accounting firm, abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
Proposal 3 (Advisory Vote on Executive Compensation)			The affirmative vote of a majority of the votes cast at a meeting at which a quorum is present is required to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. For purposes of the advisory vote on executive compensation, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

We will pay the costs of soliciting proxies, including preparation and mailing of the Notice, preparation and assembly of this Proxy Statement, the proxy card, and the 2023 Annual Report to Stockholders/Form 10-K for the year ended December 31, 2023, coordination of the internet and telephone voting process and any additional information furnished to you by or on behalf of the Company. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of shares of our common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by internet and mail may be supplemented by telephone or personal solicitation by our directors, officers, or other regular employees.

Our Board is currently comprised of ten directors, all of whom have terms expiring at the Annual Meeting. The nine nominees below, all of whom are currently serving as directors of the Company, have been nominated by our Board for re-election to serve as directors for one-year terms until the 2025 annual meeting of stockholders and until their successors are duly elected and qualify. Mr. John W. Snow is not standing for re-election as a director at the Annual Meeting. In connection with the appointment of Mr. Wimbush to the Board on March 22, 2024, the Board approved an automatic reduction of the size of the Board to nine directors upon Mr. Snow's retirement from the Board, which will be effective at the Annual Meeting. Based on its review of the relationships between the director nominees and the Company, our Board has affirmatively determined that the following directors are “independent” directors under the rules of the NYSE and under applicable rules of the SEC: Ms. Eva S. Hardy and Messrs. George F. Allen, James A. Carroll, James C. Cherry, Dennis H. Gartman, and F. Blair Wimbush.


						Mr. Allen has served as a director since our initial public offering. Mr. Allen currently serves as the President of George Allen Strategies, a consulting firm founded by Mr. Allen, and has served on the board of directors of several technology companies, including Lee Technologies, nanoRisk Assessment, and Material Intellect, Inc. He is also presently the Reagan Ranch Presidential Scholar for the Young America’s Foundation and serves on the Reagan Ranch Board of Governors and Appalachian School of Law Board of Trustees. Mr. Allen has served the Commonwealth of Virginia in the House of Delegates, U.S. House of Representatives, as Governor of Virginia, and in the U.S. Senate. Mr. Allen also served as the Chairman of the National Republican Senatorial Committee for the 2004 election cycle. Mr. Allen holds an undergraduate degree and a law degree from the University of Virginia. Based on his demonstrated leadership abilities and his experience in government elected office, we have determined that Mr. Allen should serve as a director.


						Mr. Carroll has served as a director since our initial public offering. Mr. Carroll is the President and Chief Executive Officer of Crestline Hotels & Resorts, LLC, a leading hospitality management company that manages 126 hotel properties throughout 29 states and the District of Columbia. Mr. Carroll originally joined Barceló Crestline Corporation in 2004 as Senior Vice President and Treasurer. He was named Chief Financial Officer in 2006 and promoted to President and Chief Executive Officer of Crestline Hotels & Resorts, LLC in 2010. Prior to joining Crestline, Mr. Carroll held several operations and financial management positions at Dell, Inc. Mr. Carroll served as a Naval Aviator and Lieutenant in the United States Navy. Mr. Carroll holds an M.B.A. from the Harvard Business School and is a graduate of the U.S. Naval Academy. He also serves on the Board of Directors for the American Hotel & Lodging Association (AHLA). Based on his experience in multiple executive roles at a leading company in the real estate industry, his demonstrated leadership abilities, and his financial expertise, we have determined Mr. Carroll should serve as a director.


						Mr. Cherry has served as a director since our initial public offering and as our Lead Independent Director from June 2019 to November 2022. He served as CEO and as a director of Park Sterling Corporation (NASDAQ: PSTB), a bank holding company headquartered in Charlotte, North Carolina, since its formation in August 2010 until November 2017 and its wholly-owned subsidiary, Park Sterling Bank, a regional financial services company, since its initial public offering in August 2010 until November 2017. He served as a director of South State Corporation (NASDAQ: SSB), a bank holding company based in Columbia, South Carolina, from December 2017 until December 2019; and, he served as a director of Beach Community Bank, based in Fort Walton Beach, Florida, from July 2018 until August 2022. From 1974 until June 2006, Mr. Cherry served Wachovia Corporation and its principal Wachovia Bank in various leadership positions, including as Chairman and Chief Executive Officer for the Mid-Atlantic Banking, President of Virginia Banking, and Head of Trust and Investment Management. He chaired the Virginia Bankers Association in 2006-2007. Based on his experience as an executive at a publicly-traded company and his financial, banking, and information security expertise, we have determined that Mr. Cherry should serve as a director.


						Mr. Gartman has served as a director since July 2022. Mr. Gartman retired as Editor and Publisher of The Gartman Letter L.C. in December 2019, after over 30 years of publishing “The Gartman Letter”, which was a daily commentary on global capital markets. Mr. Gartman is also a regular contributor to several financial media outlets and speaks before various associations and trade groups around the world. From January 2018 to August 2021, Mr. Gartman served as a board member of PRTI, Inc., which is in the business of recycling tires into valuable commodities. He served as the outside director of the Kansas City Board of Trade from 2006 to 2008. In addition, Mr. Gartman previously led the futures brokerage operation at Sovran Bank, was the Chief Financial Futures Analyst for A.G. Becker & Company, and acted as an independent member of the Chicago Board of Trade. Before that, Mr. Gartman traded foreign exchange and money market instruments at NCNB National Bank and was an economist for Cotton, Inc., where he analyzed supply and demand in the U.S. textile industry. Since August 2013, Mr. Gartman has served as the chair of the Investment Committee of The University of Akron. He also has served as a member of the Board of Directors of the Office of Investments at North Carolina State University since January 2008. Mr. Gartman received a bachelor's degree from The University of Akron. Based on his extensive experience in the private sector, as well as his board experience and his extensive experience in and deep knowledge of the capital markets, we have determined that Mr. Gartman should serve as a director.


						Mr. Haddad has served as Armada Hoffler's Chief Executive Officer and a director since the formation of the Company. He has served as the Vice Chairman of our Board of Directors since 2019. Mr. Haddad previously served as Armada Hoffler's President from the date of formation of the Company to February 2024. Mr. Haddad has more than 30 years of experience in the commercial real estate industry. Mr. Haddad has served in executive roles within our predecessor entities since 1987, including Chief Executive Officer of our predecessor entities between 1999 and the completion of our initial public offering in 2013, and President of our predecessor between 1996 and 1999. From 1987 to 1996, Mr. Haddad served as President of Armada Hoffler Construction Company. Additionally, Mr. Haddad served as an on-site construction supervisor for Armada Hoffler Construction Company from 1985 until 1987. Prior to joining Armada Hoffler, Mr. Haddad worked at Harkins Builders, which provides construction management services, in Baltimore, Maryland. Based on his knowledge of our company, its business and properties and his extensive experience in the commercial real estate and construction industries, we have determined that Mr. Haddad should serve as a director.


						Ms. Hardy has served as a director since March 2015 and has served as the Lead Independent Director since November 2022. Ms. Hardy retired as executive vice president of Public Policy and Corporate Communications at Dominion Resources in 2008, after 20 years as an executive with the company, where she was responsible for local, state, and federal relations in all states where Dominion did business, as well as media, communications, advertising, and The Dominion Foundation. In addition to her private sector experience, Ms. Hardy spent 17 years in local and state government, serving in several positions with the City of Portsmouth, Virginia from 1972 to 1981. She became Commissioner of Labor for Virginia in 1983, and served as Secretary of Health and Human Resources from 1986 to 1990 in the administration of Virginia Gov. Gerald L. Baliles. She served as Interim State Director for US Senator Mark R. Warner in 2009. She has served as Vice Chair of the State Council of Higher Education and on the Board of Trustees of her alma mater, Hood College as well as the Board of the Eastern Virginia Medical School. Based on her extensive experience in the public and private sectors, including as an executive at a publicly traded company, we have determined that Ms. Hardy should serve as a director.


						Mr. Hoffler has served as the Executive Chairman of our Board of Directors since our initial public offering. In this role, Mr. Hoffler provides executive level leadership while working with the Chief Executive Officer to shape strategy and mentor the executive leadership team. Additionally, Mr. Hoffler leverages business relationships built over his 45+ years in the real estate industry to aid the company when possible. Mr. Hoffler founded our predecessor entities in 1979 and served as chairman of the Board of Directors of our predecessor entities. Before founding our predecessor entities, Mr. Hoffler was employed as vice president of marketing for Eastern International, Inc., a commercial real estate development and construction company specializing in construction of warehouse and office buildings. Prior to that, Mr. Hoffler was employed as a regional manager for Dun and Bradstreet, a credit information provider. From 1992 through 1996, Mr. Hoffler served on the University of Virginia’s Board of Directors of Visitors. In 1987, he was chosen as the Outstanding Citizen of Hampton Roads, Virginia. In 1986, Mr. Hoffler was appointed to a five-year term in the Virginia Governor’s Advisory Board of Directors for Industrial Development for the Commonwealth of Virginia. Mr. Hoffler has also previously served on the boards of the Virginia Racing Commission, the Virginia Department of Game and Inland Fisheries, Virginia Department of Transportation, and as Chair of the Hampton Roads Partnership. He is a former director of the Shaw Group. Mr. Hoffler graduated from Campbell College with a degree in business. Based on his knowledge of our company, its business, and properties, and his extensive experience in the commercial real estate and construction industries, we have determined that Mr. Hoffler should serve as a director.


						Mr. Kirk has served as a director since our initial public offering and previously served as the Vice Chairman of our Board of Directors from 2013 to 2019. Mr. Kirk was responsible for strategic aspects of Armada Hoffler’s businesses, including acquisition and development proposals, investment decisions, structuring partnerships and joint ventures, reviewing contracts, designing exit strategies, as well as securing financial commitments from the company’s lenders. Prior to joining Armada Hoffler in 1983, Mr. Kirk was a partner with the law firm of Kaufman & Canoles, where he practiced for ten years, specializing in structuring, marketing, and financing real estate transactions. Mr. Kirk also served on the Virginia Port Authority board for eight years, and served as its Chairman for a portion of that time. Mr. Kirk received a bachelor's degree from the University of Virginia and received a J.D. from Washington and Lee University School of Law, where he was elected to the Order of the Coif. Based on his knowledge of our company, its business, and properties, and his extensive experience in the commercial real estate and construction industries, we have determined that Mr. Kirk should serve as a director.


						Mr. Wimbush has served as a director since March 2024. Mr. Wimbush is the former Chief Real Estate and Corporate Sustainability Officer of Norfolk Southern Corporation (NYSE:NSC) ("Norfolk Southern"), a transportation company, a position he held from November 2007 to May 2015. Before that, he served in other positions with Norfolk Southern, including as Vice President, Real Estate from 2004 to 2007 and as Senior General Counsel and in other legal positions from 1980 to 2004. He is a member of the boards of Atlantic Union Bankshares Corporation, LifeNet Health, Inc., the Virginia Environmental Endowment, and the University of Virginia Law School Foundation (as an honorary trustee), where he served formerly as the Chairman. He is also the former Commissioner and Vice Chairman of the Virginia Port Authority. Mr. Wimbush received a B.A. in political science from the University of Rochester, and a J.D. from the University of Virginia School of Law. He attended the Norfolk Southern Management Development program, Duke University Fuqua School of Business, and completed the Advanced Management Program at the Harvard Business School. Based on his extensive experience at a publicly-traded company, his real estate experience, his legal expertise, and service as a member of several boards, we have determined that Mr. Wimbush should serve as a director.

The affirmative vote of the holders of a majority of all the votes cast at the Annual Meeting with respect to the matter is necessary for the approval of the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. For purposes of the vote on this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote. Even if the appointment of Ernst & Young LLP as our independent registered public accounting firm is ratified, the Audit Committee may, in its discretion, change that appointment at any time during the year should it determine such a change would be in our and our stockholders’ best interests. In the event that the appointment of Ernst & Young LLP is not ratified, the Audit Committee will consider the appointment of another independent registered public accounting firm, but will not be required to appoint a different firm.

our Board is prohibited from electing to classify without first obtaining stockholder approval

each of our directors

is subject to re-election annually

we have a majority voting standard for uncontested director elections

our directors cannot stand for re-election after they reach the age of 80

three of our directors
qualify as an “audit committee financial expert” as defined by the SEC

all of our Board committees are comprised solely of independent directors

we have opted out of the business combination and control share acquisition statutes in the Maryland General Corporation Law

we have adopted a “proxy access” bylaw provision to enable eligible long-term stockholders to nominate and include their own director nominees in our proxy materials

we have adopted an Incentive Compensation Clawback Policy and an

Anti-Hedging Policy

we do not have a

stockholder rights plan (poison pill)

we have adopted stock ownership and retention guidelines for all executive officers and non-employee directors

our stockholders have

the ability to amend our bylaws, subject to

certain limitations

In addition, our Corporate Governance Guidelines require incumbent director nominees who fail to receive a majority of the votes cast in an uncontested election of directors to submit an offer to resign from our Board of Directors. The Nominating and Corporate Governance Committee of our Board must consider any such offer to resign and make a recommendation to our Board on whether to accept or reject the resignation. Taking into account the recommendation of the Nominating and Corporate Governance Committee, our Board will determine whether to accept or reject any such resignation within 90 days after the certification of the election results, and we will report such decision in a press release, filing with the SEC or by other public announcement. If an incumbent director’s resignation is accepted by our Board, then our Board may fill the resulting vacancy or decrease the size of our Board in accordance with our bylaws. If a director’s resignation is not accepted by our Board, such director will continue to serve until his or her successor is duly elected and qualified, or his or her earlier death, resignation, retirement, or removal. For the purposes of applying this majority voting standard, an election is considered “uncontested” if no stockholder provides notice of its intention to nominate one or more candidates to compete with our Board's nominees in the manner required by our bylaws, or if any such stockholder has withdrawn all such nominations on or before the close of business ten days prior to the filing of our definitive proxy statement with the SEC.

Our Stock Ownership Guidelines (the “Guidelines”) apply to all of our executive officers and the non-employee directors. Our Board believes that our executive officers and non-employee directors should acquire and maintain a material equity position in the Company to promote (i) the further alignment of the interests of such individuals and the Company’s stockholders, (ii) the creation of value for the Company’s stockholders and (iii) the accountability of such individuals for the performance of the Company. The table below sets forth the applicable minimum ownership requirements for our executive officers and non-employee directors and their ownership of Qualifying Securities (as defined below) as of April 1, 2024. Compliance must be achieved within five years from the date on which the individual becomes subject to the Guidelines. Other than Messrs. Barnes-Smith, Tibbetts, Gartman, and Wimbush, each of our directors and officers are currently required to be in compliance with the Guidelines to the extent there has been no increase to their base salary, annual retainer, or annual equity award. Such an increase would cause a participant to become subject to a greater ownership requirement. In the event greater ownership is required, a participant must meet such increased ownership requirement within three years as further detailed below.


Position	Minimum Ownership Requirement	Minimum Required Ownership of Qualifying Securities (as of April 1, 2024) ($)	Value of Qualifying Securities owned as of April 1, 2024(1) ($)

Chief Executive Officer	5x annual base salary
Louis S. Haddad(2)		5,290,000	35,474,129
Chief Financial Officer	3x annual base salary
Matthew T. Barnes-Smith(3)		1,200,000	485,127
Other Executive Officers	3x annual base salary
Shawn J. Tibbetts(4)		1,545,000	1,689,495
Eric E. Apperson		1,275,000	4,698,806
Shelly R. Hampton		1,155,000	1,971,926
Non-Employee Directors	3x the value of any annual equity award and annual cash retainer (excluding any additional retainer for committee chairs or Lead Independent Director)
George F. Allen		330,000	412,775
James A. Carroll		330,000	496,223
James Cherry		330,000	646,036
Dennis H. Gartman(5)		330,000	148,502
Eva S. Hardy(6)		330,000	293,194
John W. Snow		330,000	2,674,951
F. Blair Wimbush(7)		330,000	56,457

Compliance with the Guidelines is measured on April 1 of each year. Each participant must meet the applicable ownership requirement within five years of the later of (i) the adoption of the Guidelines by the Board and (ii) the date the participant became subject to the Guidelines. If a participant becomes subject to a greater ownership requirement due to an amendment to the Guidelines, a promotion or an increase in base salary (or, in the case of non-employee directors, an increase in the annual cash retainer or annual equity award), and the participant does not satisfy such requirement at that time, the participant must meet such increased ownership requirement within three years of the date of such amendment to the Guidelines, promotion or increase in base salary, annual retainer, or annual equity award. The value of each individual’s Qualifying Securities as of April 1 of each year will be determined based on the higher of (i) the closing price of our common stock on the last trading day of the immediately preceding fiscal year and (ii) the volume-weighted average price of our common stock for the 30 days immediately preceding April 1 of the applicable year. To promote compliance with the Guidelines, participants must retain 100% of the net shares received from any awards granted under our equity incentive plans for a period of one year after the vesting of such awards and, if a participant is not in compliance with the applicable minimum ownership requirement after such time period, must retain 100% of the shares or units until the applicable ownership requirement is met.

Our Board has adopted an Insider Trading Policy, which applies to all of our directors, officers, and employees. The policy prohibits our directors, officers, employees, and any entities they control from engaging in transactions in the Company’s securities, including common stock and preferred stock, if those persons are in possession of material non-public information. It includes a number of exemptions, such as when the transaction is effected pursuant to a plan or arrangement that is compliant with Rule 10b5-1 under the Exchange Act. The policy also sets out particular blackout periods during which no trading may typically occur. Scheduled blackout periods occur around the dates quarterly and annual reports are being prepared, until the close of business two business days after the filing of our Quarterly Report on Form 10-Q or Annual Report on Form 10-K, and additional event-specific blackout periods can be imposed. We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

Succession planning is a critical component of our corporate governance strategy. As part of our commitment to ensuring continuity and sustained leadership excellence, our Board of Directors regularly assess potential successors, mentoring programs, and leadership development initiatives. The Company’s succession plan outlines a structured approach to identifying and cultivating talent within our organization and preparing them for key leadership roles. Our focus is on developing a pipeline of skilled individuals who can seamlessly step into leadership positions as needed. By fostering a culture of continuous learning and talent development, we aim to mitigate any potential disruptions and ensure the smooth transition of leadership roles. This commitment to succession planning underscores our dedication to long-term stability, resilience, and the sustained success of our company. Continuing with the Company’s overarching succession plan, the following management changes have been announced:

The Nominating and Corporate Governance Committee is responsible for, among other things, the selection and recommendation to our Board of Directors of nominees for election as directors. In assessing candidates for election to our Board of Directors, the Nominating and Corporate Governance Committee takes into account such factors as it deems appropriate, including, among others, familiarity with our industry, broad experience in business, finance or administration, diversity of both background and experience, areas of expertise, and other factors relative to the overall composition of the Board of Directors. In addition, the Nominating and Corporate Governance Committee considers whether a potential candidate for director has the time available, in light of other business and personal commitments, to perform the responsibilities required for effective service on the Board of Directors. The Board of Directors believes its effectiveness is enhanced by being comprised of individuals with diverse backgrounds, skills and experience that are relevant to the role of the Board of Directors and the needs of our business. Accordingly, the Board of Directors, through the Nominating and Corporate Governance Committee, will regularly review the changing needs of the business and the skills and experience resident in its members, with the intention that the Board of Directors will be periodically “renewed” as certain directors rotate off and new directors are recruited. The Board of Director’s commitment to diversity and renewal will be tempered by the need to balance change with continuity and experience. Additionally, in the interest of allowing for new perspectives and diversity on the Board, directors may not stand for re-election to the Board at our next annual meeting of stockholders after reaching the age of 80.

Stockholders wishing to recommend individuals for consideration as directors must follow the procedures described in Article II, Section 11 of the Company’s bylaws, including (among other requirements) the receipt of written notice of the nomination by our Corporate Secretary, no later than 120 days prior to the first anniversary of the date of the proxy statement for the previous year’s annual meeting of stockholders. The stockholder’s notice must set forth as to each nominee all information relating to the person that would be required to be disclosed in a solicitation of proxies for election of directors pursuant to Regulation 14A under the Exchange Act if the candidate had been nominated by or on behalf of our Board of Directors. Recommendations by stockholders that are made in this manner will be evaluated in the same manner as other candidates. See “Other Matters—Stockholder Proposals and Nominations for the 2025 Annual Meeting.” In addition, our bylaws also include a “proxy access” provision which enables eligible long-term stockholders to nominate and include their own director nominees in the Company’s proxy materials, along with the candidates nominated by our Board. See “Other Matters—Proxy Access Procedures for the 2025 Annual Meeting."

The Board generally expects the roles of Executive Chairman and Chief Executive Officer to be held by two different individuals and, since our initial public offering (our "IPO"), the roles of Executive Chairman and Chief Executive Officer have been held by two different individuals, Messrs. Hoffler and Haddad, respectively. The separation of the roles of Executive Chairman and Chief Executive Officer allows the separate individuals to have leadership roles on the executive management team, which our Board of Directors believes is important to promote diversity of thought in the executive management team. Our Board of Directors continues to believe that using separate positions of Executive Chairman and Chief Executive Officer and the use of a Lead Independent Director, provides an effective leadership model for the Company and the benefit of the distinct abilities and experience of an Executive Chairman, Chief Executive Officer, and Lead Independent Director. Our Board of Directors also believes having an Executive Chairman is useful as it ensures that our Board of Directors leadership retains a close working relationship with management.

In connection with the Annual Meeting, Mr. Hoffler intends to resign as our Executive Chairman but remain on the Board as a non-independent director. Immediately following Mr. Hoffler’s resignation, the Board intends to appoint Mr. Haddad as our Executive Chairman, subject to Mr. Haddad being re-elected as a director by the stockholders at the Annual Meeting. In connection with our previously announced succession plan, Mr. Haddad is expected to remain our Chief Executive Officer until the first half of 2025. For the period from which he is appointed as the Executive Chairman until he retires as our Chief Executive Officer, the positions of Executive Chairman and Chief Executive Officer will not be separate. The Board believes temporarily not having a separate Executive Chairman and Chief Executive Officer is in the best interests of the Company and its stockholders, as it will allow for an orderly transition of the responsibilities of Chief Executive Officer to Mr. Haddad’s successor, which is expected to be Mr. Tibbetts. Upon the expected promotion of Mr. Tibbetts to the role of Chief Executive Officer, the roles of Chairman and Chief Executive Officer are expected to be held by different individuals, Messrs. Haddad and Tibbetts, respectively.

Each non-employee director receives the annual base cash retainer for his or her services in cash in quarterly installments in conjunction with quarterly meetings of the Board (except for Mr. Kirk whose retainer is paid in a mixture of quarterly and bi-weekly installments). Each non-employee director may elect to receive up to 100% of his or her annual cash retainers in fully vested shares of our common stock or LTIP units (as defined in “Compensation Discussion and Analysis - LTIP Units” further below). On the date of each annual meeting of stockholders, each non-employee director receives an annual equity award of, at the director's election, restricted shares or LTIP units which will vest on the date of the first annual meeting of stockholders after the date of grant, subject to the director’s continued service on the Board of Directors on such date. All awards of restricted stock and LTIP units granted to each non-employee director will vest in full upon a change in control (as defined in the Armada Hoffler Properties, Inc. Amended and Restated 2013 Equity Incentive Plan (the “Equity Incentive Plan”)). We also reimburse each of our directors for his or her travel expenses incurred in connection with his or her attendance at full Board of Directors and committee meetings, attendance at annual or special meetings of our stockholders, and site visits to our properties.

In consideration of Mr. Hoffler’s role as the founder of our company, his long-running tenure at the Company, his significant contributions in his role as Executive Chairman of the Board, and his continued efforts to facilitate a smooth transition and succession of management and Board leadership, Mr. Hoffler is expected to be designated as Chairman Emeritus, subject to his re-election by stockholders at the Annual Meeting. In connection with Mr. Hoffler’s anticipated designation as Chairman Emeritus, the Compensation Committee determined that, as Chairman Emeritus, Mr. Hoffler will receive a retainer of $25,000 in addition to the retainer payable to our other non-employee directors. Mr. Hoffler also will be provided office space until June of 2025 at Armada Hoffler Tower, our headquarters building, at no incremental cost to the Company. Mr. Kirk will also be provided office space until June of 2025 at Armada Hoffler Tower at no incremental cost to the Company. The compensation of non-employee directors for the year ending December 31, 2024 is otherwise the same as for the year ended December 31, 2023.

For the fiscal year ended December 31, 2023, Mr. Hoffler received cash compensation of $305,677 payable in bi-weekly installments, equity awards of restricted shares of common stock with a grant date fair value equal to $140,000, which will vest on the date of the Annual Meeting, subject to his continued service on the Board on such date, and healthcare coverage under our healthcare plan available to all employees of the Company. For the fiscal year ending December 31, 2024, Mr.  Hoffler’s compensation as the Executive Chairman will be pro-rated for the actual time served as the Executive Chairman. Additionally, if the Board appoints Mr. Hoffler as Chairman Emeritus, Mr. Hoffler’s compensation as the Chairman Emeritus will be pro-rated for the actual time served as the Chairman Emeritus during the year ending December 31, 2024. As a result, assuming Mr. Hoffler resigns as Executive Chairman and the Board appoints him as the Chairman Emeritus, in each case, on the date of the Annual Meeting, for the fiscal year ended December 31, 2024, Mr. Hoffler will receive cash compensation of $194,501 and equity awards with a grant date fair value equal to $97,268. If the Board appoints Mr. Haddad as Executive Chairman as is currently anticipated, he will not receive any compensation as Executive Chairman while he is also the Chief Executive Officer.



Shawn J. Tibbetts									President and Chief Operating Officer


						Mr. Tibbetts joined as our Chief Operating Officer in 2019 and was appointed as an executive officer in February 2020. Mr. Tibbetts was appointed as our President in February 2024. Mr. Tibbetts is responsible for aligning the day-to-day operations of the Company’s various business lines and support groups with the corporate goals set by the Chief Executive Officer and Board of Directors. Mr. Tibbetts has more than 20 years of corporate leadership experience with a focus on operating efficiency, talent development and organizational design. Mr. Tibbetts previously served as the Port of Virginia’s President and COO of Virginia International Terminals, LLC from October 2014 to July 2019 where he was responsible for the portfolio’s P&L, logistics, operations, maintenance, labor relations, IT, safety, security, and capital infrastructure projects. Prior to joining the Port of Virginia in July 2010, Mr. Tibbetts served in various leadership roles at APM Terminals, a global subsidiary of A.P. Moller Maersk from March 2003 to June 2010. Mr. Tibbetts earned his B.B.A. from James Madison, his M.B.A. from the College of William & Mary and completed the Advanced Management Program at Harvard Business School.


2023 BUSINESS HIGHLIGHTS The Company is a vertically integrated, self-managed REIT with over 40 years of experience in developing, acquiring, and managing high-quality, institutional-grade properties. In 2023, we were able to successfully execute on our strategic objectives, including increased property net operating income ("NOI"), strong leasing activity, and executing on our largest-ever third-party construction backlog. Additionally, we were able to increase our normalized funds from operations ("FFO") per diluted share by 16% since the pandemic reset in 2021, increase our quarterly dividend by over 7.6% and deliver a total stockholder return of over 15%. Our significant efforts through 2023 have us well-positioned for significant growth in future years. FINANCIAL PERFORMANCE(1) •Net loss attributable to common stockholders and OP Unitholders of $4.5 million for the year ended December 31, 2023 compared to net income attributable to common stockholders and OP Unitholders $82.5 million for the year ended December 31, 2022. •FFO of $90.7 million, or $1.02 per diluted share, for the year ended December 31, 2023 compared to $106.6 million or $1.21 per diluted share, for the year ended December 31, 2022. •Normalized FFO of $110.5 million, or $1.24 per diluted share, for the year ended December 31, 2023 compared to Normalized FFO of $107.2 million, or $1.22 per diluted share, for the year ended December 31, 2022. •Increased quarterly cash dividends declared from an annualized amount of $0.72 to $0.775 during the year ended December 31, 2023, representing a year-over-year increase of 7.6%. (1) (1) Refer to Appendix A for our definition of FFO and Normalized FFO. OPERATING PERFORMANCE •At year-end, the Company’s retail, office, and multifamily core operating property portfolios were 97.4%, 95.3%, and 95.5% occupied, respectively. •2023 full year releasing spreads on commercial portfolio of 11.4% on a GAAP basis and 3.5% on a cash basis. •2023 full year Same Store NOI across the entire portfolio increased by 0.9% on a U.S. generally accepted accounting principles ("GAAP") basis and 2.3% on a cash basis. •Earned $13.4 million of gross profit in the construction segment. •Total third-party construction contract backlog was $472.2 million at the end of the year. •Interest income from real estate financing investments was $14.2 million for the year ended December 31, 2023.						16% Normalized FFO per diluted share increase since the pandemic reset in 2021

						9.3% Property Segment NOI increase year-over-year

						96.1% Average stabilized portfolio occupancy at year end 2023

						7.6% year-over-year dividend increase

•Role of the Compensation Consultant: The Compensation Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of the Chief Executive Officer or other executive officer compensation and to approve such consultant’s fees and other retention terms. In accordance with this authority, the Compensation Committee retained Ferguson Partners as its independent compensation consultant to advise the Compensation Committee on executive officer and director compensation during 2023, including providing industry-specific market data. Ferguson Partners reported directly to the Compensation Committee, and the Compensation Committee is free to replace Ferguson Partners or hire additional consultants from time to time. Ferguson Partners and its affiliates do not provide any other services to us or our affiliates. The Compensation Committee assessed the independence of Ferguson Partners pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Ferguson Partners from serving as an independent consultant to the Compensation Committee.


2023 Peer Group Selection Criteria
Assets/Business Model			We are a diversified REIT with high-quality office, retail, and multifamily assets. Accordingly, our peer group represents a blend of all of these asset types to reflect our diverse real estate holdings.
Size Parameters			At the time the Peer Group was approved, each was an internally-managed REIT with an implied equity market capitalization and total enterprise value ranging from 0.4x to 1.7x the size of the Company.
Overall Peer Group			As of December 31, 2023, the Company’s implied equity market capitalization was approximately $1.1 billion and total enterprise value was approximately $2.6 billion which approximated the median of the Peer Group as follows: •Implied Equity Market Capitalization - ranged from $0.9 billion to $1.7 billion(1), with a median of approximately $1.2 billion. •Total Enterprise Value - ranged from $1.8 billion to $2.9 billion(1), with a median of approximately $2.4 billion.

LTIP units are a special class of partnership interests in the Operating Partnership. Each LTIP unit awarded is deemed equivalent to an award of one share of stock under the Equity Incentive Plan, reducing the availability for other equity awards on a one-for-one basis. Initially, each LTIP unit has a capital account balance of zero and, therefore, the holder of the LTIP unit would receive nothing if the Operating Partnership were liquidated immediately after the LTIP unit is awarded. Under the terms of the Operating Partnership’s agreement of limited partnership, the Operating Partnership will revalue for tax purposes its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of holders of OP units. Subject to any agreed upon exceptions (including pursuant to the applicable LTIP unit award agreement), once vested and having achieved parity with holders of OP units, LTIP

For purposes of the STIP, we first calculate FFO, a supplemental non-GAAP financial measure, in accordance with the standards established by the National Association of Real Estate Investment Trusts (“Nareit”). However, because we believe that the computation of FFO in accordance with Nareit’s definition includes certain items that are not indicative of the results provided by our portfolio and affect the comparability of our year-over-year performance, we also use Normalized FFO for the STIP. Management believes that Normalized FFO is a more useful performance measure that excludes certain items, including but not limited to, debt extinguishment losses and prepayment penalties, impairment of intangible assets and liabilities, property acquisition, development, and other pursuit costs, mark-to-market adjustments for interest rate derivatives, severance-related costs, and other non-comparable items. The Compensation Committee retains the discretion to equitably adjust the quantitative metrics to account for one-time events such as capital raising.

Executive Compensation

Summary Compensation Table

The following table sets forth a summary of all compensation earned, awarded, or paid, as applicable, to our NEOs in the fiscal years ended December 31, 2023, 2022, and 2021.


Name	Year	Salary ($)	Equity Awards(1) ($)	Non-Equity Incentive Plan Compensation(2) ($)	All Other Compensation ($)		Total ($)

Louis S. Haddad Chief Executive Officer and Director	2023	1,058,000	966,750	400,000	116,900	(3)	2,541,650
	2022	1,058,200	981,770	540,000	99,460		2,679,430
	2021	1,027,969	452,588	540,000	82,400		2,102,957
Shawn J. Tibbetts President and Chief Operations Officer	2023	498,068	540,852	225,000	65,858	(4)	1,329,778
	2022	448,546	343,281	303,750	54,457		1,150,034
	2021	401,967	194,770	270,000	41,742		908,479
Matthew T. Barnes-Smith(5) Chief Financial Officer, Treasurer and Corporate Secretary	2023	348,078	135,216	125,000	39,453	(6)	647,747
	2022	281,755	82,399	135,000	33,940		533,094

Eric E. Apperson President of Construction	2023	411,545	270,432	150,000	60,669	(7)	892,646
	2022	399,476	205,974	202,500	51,876		859,826
	2021	378,466	94,952	202,500	49,324		725,242
Shelly R. Hampton President of Asset Management	2023	374,042	338,027	125,000	62,269	(8)	899,338
	2022	349,415	274,628	135,000	49,725		808,768
	2021	328,002	126,602	135,000	41,444		631,048

(1) Represents the equity portion of the annual STIP payable to each NEO, which comprised 52%-73% of the total STIP award in the fiscal year ended December 31, 2023, as well as any discretionary grants of restricted stock, and reflects the aggregate grant date fair value of restricted stock computed in accordance with FASB ASC Topic 718. The equity portion of the STIP award was in the form of shares of restricted common stock and is presented in the year in which the stock grant was made, rather than the year such stock grant was earned.

(2) Except as otherwise noted, represents the cash portion of the annual STIP payable to each NEO for the year in which it was earned, which comprised 27%-48% of the total STIP award for the fiscal year ended December 31, 2023.

(3) This amount represents: (i) automobile allowance (including gas) in the amount of $36,698; (ii) parking fees in the amount of $1,589; (iii) club membership dues in the amount of $900; (iv) concierge health services in the amount of $5,900; (v) tax return preparation fees in the amount of $6,500; (vi) excess life insurance in the amount of $3,200; (vii) dividends on unvested restricted stock in the amount of $55,834; (viii) 401(k) match in the amount of $5,000; and (ix) personal use of aircraft in the amount of $1,278.

(4) This amount represents: (i) automobile allowance (including automobile insurance and gas) in the amount of $26,496; (ii) parking fees in the amount of $1,590; (iii) club membership dues in the amount of $900; (iv) concierge health services in the amount of $5,900; (v) excess life insurance in the amount of $420; (vi) dividends on unvested restricted stock in the amount of $25,553; and (vii) 401(k) match in the amount of $5,000.

(5) In accordance with applicable SEC rules, information for Mr. Barnes-Smith is not provided for 2021 because he was not a NEO as of December 31, 2021.

(6) This amount represents: (i) automobile allowance (including gas) in the amount of $26,472; (ii) parking fees in the amount of $1,590; (iii) excess life insurance in the amount of $378; (iv) dividends on unvested restricted stock in the amount of $6,013; and (v) 401(k) match in the amount of $5,000.

(7) This amount represents: (i) automobile allowance (including automobile insurance and gas) in the amount of $26,918; (ii) parking fees in the amount of $1,590; (iii) club membership dues in the amount of $900; (iv) concierge health services in the amount of $5,900; (v) tax return preparation fees in the amount of $4,050; (vi) excess life insurance in the amount of $2,772; (vii) dividends on unvested restricted stock in the amount of $13,539; and (viii) 401(k) match in the amount of $5,000.

(8) This amount represents: (i) automobile allowance (including automobile insurance and gas) in the amount of $25,430; (ii) parking fees in the amount of $1,590; (iii) club membership dues in the amount of $900; (iv) concierge health services in the amount of $7.100; (v) tax return preparation fees in the amount of $3,000; (vi) excess life insurance in the amount of $1,806; (vii) dividends on unvested restricted stock in the amount of $17,443; and (viii) 401(k) match in the amount of $5,000.

Armada Hoffler Properties, Inc.

Proxy Statement 2024

The equity awards granted to our NEOs during 2023 that appear in the tables above were granted pursuant to the 2022 STIP, which is described in detail in the "Compensation Discussion and Analysis" section of our definitive proxy statement filed with the SEC on April 21, 2023, under the caption “Structure and Components of the Executive Compensation Program-Short Term Incentive Program.” Shares of restricted stock awarded under the 2022 STIP were granted pursuant to the Equity Incentive Plan. NEOs were first permitted to elect to receive LTIP units under the 2023 STIP. Accordingly, no LTIP units were awarded under the 2022 STIP. The Equity Incentive Plan was approved by our Board and by our stockholders prior to the completion of our IPO in 2013. On June 14, 2017, the Company’s stockholders approved the Amended and Restated Equity Incentive Plan, which increased the number of shares of the Company’s common stock reserved for issuance by 1,000,000 shares. On June 14, 2023, the Company’s stockholders approved an amendment to the Equity Incentive Plan, which increased the number of shares of the Company’s common stock reserved for issuance by 1,700,000 shares. The Equity Incentive Plan, as amended, provides for the grant of stock options, stock appreciation rights, stock awards, LTIP units, performance awards, dividend equivalents, incentive awards, and other equity-based incentive awards. All of our employees and the employees of our subsidiaries and affiliates, including the Operating Partnership, and members of our Board, are eligible to receive awards under the Equity Incentive Plan. The Equity Incentive Plan is administered by the Compensation Committee, which is comprised entirely of independent directors.

Participation in the Severance Plan is limited to employees of our Operating Partnership and its affiliates who are members of a select group of management or highly compensated employees and who are selected to participate in the Severance Plan by our Board of Directors or by a committee thereof. A Severance Plan participant is entitled to receive benefits thereunder only if the participant’s employment is terminated by his or her employer for a reason other than “Cause” or the participant resigns with “Good Reason.” The Severance Plan defines the term “Cause” as (i) a participant’s willful failure or refusal to perform specific written directives that are consistent with the scope and nature of the participant’s duties, (ii) a conviction of, or plea of guilty or nolo contendere to, a felony, (iii) any act of dishonesty which results in a material unjust gain to the participant at the expense of his or her employer, (iv) any act of a participant involving moral turpitude which materially and adversely affects the business of his or her employer, (v) a material breach of the restrictive covenants set forth in the Severance Plan or (vi) a failure to perform a material duty or a material breach of an obligation to his or her employer or a material breach of a written policy of his or her employer other than due to mental or physical illness or injury. The Severance Plan defines the term “Good Reason” as (i) a material breach by the Company or an affiliate of the Company of a written agreement between the participant and the Company or an affiliate of the Company, (ii) a material reduction in the nature or scope of the participant’s title, authority, powers, functions, duties, or responsibilities, (iii) a material reduction in the participant’s base salary or bonus opportunity (other than a reduction for Cause or a reduction related to a general reduction that affects similarly situated individuals in a comparable manner) or (iv) a requirement that the participant, without his or her consent, change his or her principal office to a location that is more than fifty miles from the participant’s then-current principal office.

The benefits payable to a Severance Plan participant who is terminated without Cause or resigns with Good Reason will be (i) payment of accrued but unpaid salary, bonus, and vacation pay, (ii) a pro-rated amount of the participant’s “target” bonus for the year of termination, (iii) a multiple of the sum of the participant’s annual salary and “target” bonus for the year of termination, (iv) a multiple of the annual COBRA premium for the participant’s health plan coverage and (v) a multiple of the annual employer premium for the participant’s life insurance, long-term disability insurance, and accidental death and dismemberment insurance. The Severance Plan provides three levels of benefits: Tier I, Tier II, and Tier III. If a “target” level of bonus is not established for a participant, then the “target” will be 75%, 50% or 25% of base salary for Tier I, Tier II, and Tier III participants, respectively.

A participant’s interest in the shares of common stock or LTIP units covered by the award will become vested and nonforfeitable if the participant is terminated by his or her employer for a reason other than “Cause” or if the participant resigns with “Good Reason” and remains in the continuous employ of the Company or an affiliate from the date of the award’s grant until the date such employment ends. The Award Agreements define “Cause” as (i) the participant’s failure to perform a material duty or the participant’s material breach of an obligation under an agreement with the Company or a breach of a material and written Company policy other than by reason of mental or physical illness or injury, (ii) the participant’s breach of a fiduciary duty to the Company, (iii) the participant’s conduct that is demonstrably and materially injurious to the Company, materially or otherwise or (iv) the participant’s conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude or fraud or dishonesty involving assets of the Company and that in all cases is described in a written notice from the Board and that is not cured, to the reasonable satisfaction of the Board, within thirty (30) days after such notice is received by the participant. The Award Agreements define the term “Good Reason” as (i) the Company’s material breach of an agreement with the participant or a direction from the Board that the participant act or refrain from acting which in either case would be unlawful or contrary to a material and written Company policy, (ii) a material diminution in the participant’s duties, functions, and responsibilities to the Company and its affiliates without the participant’s consent or the Company preventing the participant from fulfilling or exercising the participant’s material duties, functions, and responsibilities to the Company and its affiliates without the participant’s consent, (iii) a material reduction in the participant’s base salary or annual bonus opportunity or (iv) a requirement that the participant relocate the participant’s employment more than fifty (50) miles from the location of the participant’s principal office on the date of the award’s grant, without the consent of the participant.

In addition, a participant’s interest in the shares of common stock or LTIP units covered by the award will become vested and nonforfeitable upon a “Change in Control” if the participant remains in the continuous employ of the Company or an affiliate from the date of the award’s grant until the control change is in effect. A “Change in Control” will occur if (i) any “person” (except as otherwise defined in the Equity Incentive Plan) becomes the beneficial owner, directly or indirectly, of securities of the Company representing at least 50% of the combined voting power or common stock of the Company; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of


NEO	Benefit	Scenario 1 ($)		Scenario 2 ($)		Scenario 3 ($)	Death or Disability ($)

Louis S. Haddad	Accrued and Unpaid Amounts(1)	—		—		—	—
	Lump Sum Cash Severance	4,842,233	(2)	4,842,233	(3)	—	—
	Accelerated Vesting of Stock Awards(4)	972,134		972,134		—	—
Shawn J. Tibbetts	Accrued and Unpaid Amounts(1)	—		—		—	—
	Lump Sum Cash Severance	1,728,985	(2)	2,104,981	(3)	—	—
	Accelerated Vesting of Stock Awards(4)	463,838		463,838		—	—
Matthew T. Barnes-Smith	Accrued and Unpaid Amounts(1)	—		—		—	—
	Lump Sum Cash Severance	1,128,985	(2)	1,379,981	(3)	—	—
	Accelerated Vesting of Stock Awards(4)	111,021		111,021		—	—
Eric E. Apperson	Accrued and Unpaid Amounts(1)	—		—		—	—
	Lump Sum Cash Severance	1,327,985	(2)	1,622,481	(3)	—	—
	Accelerated Vesting of Stock Awards(4)	242,885		242,885		—	—
Shelly R. Hampton	Accrued and Unpaid Amounts(1)	—		—		—	—
	Lump Sum Cash Severance	1,143,720	(2)	1,398,400	(3)	—	—
	Accelerated Vesting of Stock Awards(4)	310,846		310,846		—	—

(3) In the event the NEO is terminated without Cause or resigns for Good Reason within 90 days prior to the occurrence of a Change of Control or within one year after the occurrence of a Change of Control, the NEO will receive a lump sum amount in cash equal to: (i) the applicable multiple of the NEO's base salary as in effect on the date of termination; (ii) the applicable multiple of the NEO's bonus for the year in which employment is terminated; (iii) the pro rata amount (based on the portion of the calendar year that the NEO was employed by the Company) of the NEO's target bonus for the year in which employment is terminated; (iv) the applicable multiple of the annual COBRA premium for the participant’s health plan coverage; and (v) the applicable multiple of the annual employer premium for the participant’s life insurance, long-term disability insurance, and accidental death and dismemberment insurance. The applicable multiple for our NEOs is 3x for Mr. Haddad and 2.5x for Ms. Hampton and Messrs. Tibbetts, Barnes-Smith, and Apperson.

(7) Normalized FFO is defined as FFO calculated in accordance with the standards establish by the National Association of Real Estate Investment Trusts (“Nareit”), adjusted for certain items, including but not limited to, acquisition, development, and other pursuit costs, debt extinguishment losses, prepayment penalties, impairment of intangible assets and liabilities, mark-to-market adjustments on interest rate derivatives not designated as cash flow hedges, amortization of payments made to purchase interest rate caps and swaps designated as cash flow hedges, provision for unrealized non-cash credit losses, amortization of right-of-use assets attributable to finance leases, severance related costs, and other non-comparable items. Nareit defines FFO as net income (loss) calculated in accordance with GAAP, excluding depreciation and amortization related to real estate, gains or losses from the sale of certain real estate assets, gains and losses from change in control, and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

The following tables set forth certain information regarding the beneficial ownership of shares of our common stock, OP units, and LTIP units as of April 15, 2024 by (a) each of our directors, (b) each of our named executive officers, (c) all of our directors and executive officers as a group, and (d) each person known to us to be the beneficial owner of more than five percent of our common stock. Beginning one year after the date of issuance, an OP unit is redeemable for cash equal to the then-current market value of one share of our common stock or, at our option, for one share of common stock. LTIP units included in the table below are vested or will vest within 60 days after April 15, 2024. LTIP units that will not vest in 60 days are excluded in the tables below. Unless otherwise indicated, all shares, OP units, and LTIP units are owned directly and the indicated person has sole voting and dispositive power with respect to such shares, OP units, or LTIP units. The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or dispositive power with respect to such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant, or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account, or similar arrangement, or (d) the automatic termination of a trust, discretionary account, or similar arrangement.


	Common Stock, OP Units, and LTIP Units									Preferred Stock
Name	Number of Common Shares Beneficially Owned		% of All Common Shares(1)		Number of OP Units and LTIP Units Beneficially Owned		Number of Common Shares, OP Units, and LTIP Units Beneficially Owned	% of All Shares, OP Units, and LTIP Units(1)(2)		Number of Preferred Shares Beneficially Owned	% of All Preferred Shares(3)

Directors and NEOs:
Daniel A. Hoffler	171,409		*		5,207,832	(4)	5,379,241	6.1	%	4,000	*
A. Russell Kirk	63,785	(5)	*		1,186,477	(6)	1,250,262	1.4	%	—	*
Eva S. Hardy	19,057		*		4,645		23,702	*		400	*
George F. Allen	28,724		*		4,645		33,369	*		2,000	*
James A. Carroll	35,470		*		4,645		40,115	*		—	*
James C. Cherry	47,581		*		4,645		52,226	*		12,000	*
Louis S. Haddad	481,905		*		2,381,850	(7)	2,863,755	3.2	%	5,000	*
Dennis H. Gartman	12,005		*		—		12,005	*		—	*
John W. Snow	211,600		*		4,645		216,245	*		4,000	*
F. Blair Wimbush	4,653		*		—		4,653	*		—	*
Eric E. Apperson	93,867		*		267,470		361,337	*		—	*
Matthew T. Barnes-Smith	13,103		*		10,446		23,549	*		—	*
Shelly R. Hampton	100,613		*		58,799		159,412	*		—	*
Shawn J. Tibbetts	67,730		*		27,540		95,270	*		—	*
All executive officers and directors as a group (14 people)(8)	1,351,502		2.0	%	9,163,639		10,515,141	11.9	%	27,400	*

The Board of Directors has adopted a written related person transaction approval policy to further the goal of ensuring that any related person transaction is properly reviewed, approved by the Audit Committee, and fully disclosed in accordance with the rules and regulations of the SEC and the NYSE. The policy applies to transactions or arrangements between the Company and any related person, including directors, director nominees, executive officers, greater than 5% stockholders, and the immediate family members of each of these groups (the “Related Persons”). They do not, however, apply with respect to general conflicts between the interests of the Company and our employees, officers, and directors, including issues relating to engaging in a competing business and receiving certain benefits from the Company, such as loans or guarantees of obligations, which are reported and handled in accordance with the Company’s Code of Business Conduct and Ethics and other procedures and guidelines implemented by the Company from time to time.

We provided general contracting services to the developer of a mixed-use project, including an apartment building, retail space, and a parking garage which is located in Virginia Beach, Virginia, as pursuant to contracts with an aggregate price of $81.6 million. Certain of our executive officers and directors have direct and indirect ownership interests in the project, including Mr. Hoffler (22.9%); Mr. Kirk (31.8%) and Mr. Apperson (1.1%). No other NEOs have direct or indirect ownership interests in the project. These contracts were executed in October and December 2019 and as of December 31, 2022 were completed and resulted in aggregate gross profit of $3.9 million to us, representing a gross profit margin of 5.1%. As part of these contracts and per the VHDA requirements of the lender for this project, we issued a springing letter of credit for $9.5 million to secure certain performances of our subsidiary construction company under the contracts, which expired on August 16, 2023 and was not required to be renewed.

As described in detail under the heading “Executive Compensation - Compensation Discussion and Analysis,” our executive compensation programs are designed to attract and retain executive talent and to align the interests of our NEOs with the interests of the Company and our stockholders by providing market competitive compensation that is closely tied to short-term and long-term performance goals set by our Compensation Committee. The compensation of our NEOs is comprised of a mix of base salary, short-term incentive compensation, and, from time to time, discretionary amounts of restricted stock. Please read the “Executive Compensation” section beginning on page 36, which includes the Compensation Discussion and Analysis, the tabular disclosure regarding the compensation of our NEOs, and the accompanying narrative disclosure set forth in this Proxy Statement for additional details about our executive compensation programs, including information about the fiscal year 2023 compensation of our NEOs.

The vote on the compensation of our NEOs as disclosed in this Proxy Statement is advisory, and therefore not binding on the Company, the Compensation Committee, or our Board of Directors. Our Board of Directors and our Compensation Committee value the opinions of our stockholders, and, to the extent there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. We have recommended that our stockholders should cast an advisory vote on the compensation of our NEOs on an annual basis. Unless this policy changes, the next advisory vote on the compensation of our NEOs will be at the 2025 annual meeting of stockholders. The affirmative vote of a majority of votes cast is required to approve, on an advisory basis, the compensation of the NEOs, as disclosed in the Company’s proxy statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosures. For purposes of the vote on this proposal, abstentions will not be counted as votes cast and will have no effect on the result of the vote.

Based on our review of the copies of such forms, and/or on written representations from the reporting persons for the fiscal year, we believe that these filing requirements were satisfied by the reporting persons during the fiscal year ended December 31, 2023, except that (i) Eric E. Apperson was inadvertently late in reporting transactions reportable on Form 4 related to purchases of common stock pursuant to a broker-sponsored dividend reinvestment program on January 5, 2023, April 6, 2023, and October 5, 2023; (ii) A. Russell Kirk was inadvertently late in reporting transactions reportable on Form 4 related to purchases of common stock by his spouse pursuant to a broker-sponsored dividend reinvestment program on April 6, 2023 and October 5, 2023 and transactions reportable on Form 4 related to certain gifts of OP Units by Mr. Kirk on December 21, 2023; and (iii) Louis S. Haddad was inadvertently late in reporting transactions reportable on Form 4 related to certain gifts of common stock by Mr. Haddad on March 29, 2023, August 16, 2023, and September 25, 2023.

In addition, any stockholder who wishes to propose a nominee to the Board or propose any other business to be considered by the stockholders (other than a stockholder proposal included in our proxy materials pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act) must comply with the advance notice provisions and other requirements of Article II, Section 11 of our bylaws, which are on file with the SEC and may be obtained from Investor Relations upon request. These notice provisions require that nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders for the 2025 Annual Meeting must be received no earlier than November 20, 2024 and no later than December 20, 2024. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act.

In order to be eligible to require that the Company include an eligible stockholder nominee in the proxy materials for the 2025 annual meeting of stockholders pursuant to Article II, Section 15 of the bylaws, an eligible stockholder must provide to the Corporate Secretary of the Company, in proper form and within the times specified below, (i) a written notice expressly electing to have such stockholder nominee included in the Company’s proxy materials pursuant to Article II, Section 15 of the bylaws (a “Notice of Proxy Access Nomination”) and (ii) any updates or supplements to such Notice of Proxy Access Nomination. To be timely, the Notice of Proxy Access Nomination must be delivered or mailed to and received by the Corporate Secretary at the principal executive office of the Company not earlier than the one hundred and fiftieth (150th) day (November 20, 2024) nor later than 5:00 p.m., Eastern Time, on the one hundred and twentieth (120th) day (December 20, 2024) prior to the first anniversary of the date of this Proxy Statement. In addition, stockholders who intend to solicit proxies in support of a shareholder nominee must also comply with the additional requirements of Rule 14a-19(b). Such notice should be sent to our Corporate Secretary at 222 Central Park Avenue, Suite 2100, Virginia Beach, Virginia 23462. Please refer to the full text of our proxy access bylaw provisions for additional information and requirements. A copy of our bylaws may be obtained by writing to our Corporate Secretary at the address listed above or by visiting our investor relations website at https://ir.armadahoffler.com.

for notices of annual meetings, proxy statements, and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a single notice of the annual meeting of stockholders, or copy of the proxy statement and annual report, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your bank or broker, and direct your written request to Armada Hoffler Properties, Inc. at 222 Central Park Avenue, Suite 2100, Virginia Beach, Virginia 23462, Attention: Corporate Secretary, or contact Investor Relations by telephone at (757) 366-6684. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their bank or broker.

We also believe that the computation of FFO in accordance with Nareit’s definition includes certain items that are not indicative of the results provided by our operating property portfolio and affect the comparability of our period-over-period performance. Accordingly, management believes that Normalized FFO is a more useful performance measure that excludes certain items, including but not limited to, acquisition, development, and other pursuit costs, debt extinguishment losses, prepayment penalties, impairment and accelerated amortization of intangible assets and liabilities, mark-to-market adjustments for interest rate derivatives not designated as cash flow hedges, amortization of payments made to purchase interest rate caps and swaps designated as cash flow hedges, provision for unrealized non-cash credit losses, amortization of right-of-use assets attributable to finance leases, severance-related costs, and other non-comparable items. Other equity REITs may not calculate Normalized FFO in the same manner as we do, and, accordingly, our Normalized FFO may not be comparable to such other REITs' Normalized FFO.


	Years Ended December 31,
	2023	2022	2021

Net (loss) income attributable to common stockholders and OP Unitholders	(4,490)	82,457	13,912
Depreciation and amortization (1)	95,208	71,971	68,853
Gain on operating real estate dispositions, net (2)	—	(47,984)	(18,793)
Impairment of real estate assets	—	201	21,378
FFO attributable to common stockholders and OP Unitholders	90,718	106,645	85,350
Acquisition, development, and other pursuit costs	84	37	112
Accelerated amortization of intangible assets and liabilities	(653)	215	—
Loss on extinguishment of debt	—	3,374	3,810
Unrealized credit loss (release) provision	574	626	(792)
Amortization of right-of-use assets - finance leases	1,349	1,110	1,022
Decrease (Increase) in fair value of derivatives not designated as cash flow hedges	14,185	(8,698)	(2,182)
Amortization of interest rate derivative premiums on designated cash flow hedges	4,210	3,849	235
Normalized FFO available to common stockholders and OP Unit holders	110,467	107,158	87,555


(1) The adjustment for depreciation and amortization for the years ended December 31, 2023 and 2022 excludes $0.9 million and $1.0 million, respectively, of depreciation attributable to our non-controlling interests.
(2) The adjustment for gain on operating real estate dispositions for the year ended December 31, 2023 excludes $0.7 million for gains on the dispositions of non-operating parcels at Market at Mill Creek and adjacent to Brooks Crossing Retail. The adjustment for gain on real estate dispositions for the year ended December 31, 2022 excludes $5.4 million of the gain on the sale of The Residences at Annapolis Junction that was allocated to our joint venture partner. Additionally, the adjustment for gain on real estate dispositions for the year ended December 31, 2021 excludes the gain on sale of easement rights on a non-operating parcel and the loss on sale of a non-operating parcel.


¨						Preliminary Proxy Statement
¨						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x						Definitive Proxy Statement
¨						Definitive Additional Materials
¨						Soliciting Material under §240.14a-12


Sincerely,


Louis S. Haddad						Daniel A. Hoffler
Chief Executive Officer and Vice Chairman of the Board of Directors						Executive Chairman of the Board of Directors


1						To elect the nine director nominees named in the Proxy Statement to serve as directors for one-year terms until the 2025 annual meeting of stockholders and until their successors are duly elected and qualify;

2						To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024;

3						To approve, in an advisory (non-binding) vote, the compensation of our named executive officers; and

4						To transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) of the Annual Meeting.


• Our Board is prohibited from electing to classify our Board of Directors without first obtaining stockholder approval.
• Four of our directors qualify as an “audit committee financial expert” as defined by the Securities and Exchange Commission ("SEC").
• Our bylaws contain a "proxy access" provision.
• Our Board performs an annual self-evaluation.
• We have a majority voting policy for elections of directors in uncontested elections.
• Our Board adopted an amendment to the Company's bylaws to reduce the requirements necessary for stockholders to submit binding proposals to amend the bylaws.


Independence									Age



Average Tenure									Diversity

(1) The data in this table includes John W. Snow. Mr. Snow is not standing for re-election as a director at the Annual Meeting.


Proxy Summary	1	Executive Compensation	36
Sustainability and Diversity	5	Compensation Discussion and Analysis	36
About the Meeting	8	Compensation Committee Interlocks and Insider Participation	45
Proposal 1: Election of Directors	12
Vote Required and Recommendation	17	CEO Pay Ratio	45
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	18	Compensation Committee Report	45
		Summary Compensation Table	46
Vote Required and Recommendation	18	Grants of Plan-Based Awards	47
Corporate Governance and Board Matters	20	Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table	47
Corporate Governance Profile	20
Majority Voting Standard for Uncontested Director Elections	21	Outstanding Equity Awards at Fiscal Year-End December 31, 2023	48

Stockholder Amendments to Bylaws	21	2023 Option Exercises and Stock Vested	49
Stock Ownership Guidelines	21	Potential Payments Upon Termination or Change in Control	49
Insider Trading Policy	23
Hedging, Pledging and Short-Term Speculative Transactions	23	Pay versus Performance	52
		Equity Compensation Plan Information	55
Information Security	23	Report of the Audit Committee	56
Succession Planning	24	Principal Stockholders	57
Role of the Board in Risk Oversight	25	Certain Relationships And Related Party Transactions	59
Board Committees	25	Related Party Transaction Policy	59
Director Selection Process	27	Related Party Transactions	59
Code of Business Conduct and Ethics	27	Proposal 3: Advisory Vote On Executive Compensation	61
Availability of Corporate Governance Materials	28	Vote Required and Recommendation	61
Independence of Directors	28	Other Matters	62
Board Leadership Structure	28	Delinquent Section 16(a) Reports	62
Board and Committee Meetings	29	Other Matters to Come Before the 2024 Annual Meeting	62
Annual Meeting Attendance	29	Stockholder Proposals and Nominations for the 2025 Annual Meeting	62
Executive Sessions of Non-Management Directors	29
Communications with the Board	29	Proxy Access Procedures for the 2025 Annual Meeting	62
Director Compensation	29	Householding of Proxy Materials	62
Executive Officers	33


Proposal	Agenda Item	Board Vote Recommendation	Page Reference
1	Election of Directors	FOR	12
2	Ratification of Ernst & Young LLP	FOR	18
3	Advisory Vote on Executive Compensation	FOR	61


Name	Age(1)	Title	Director Since
George F. Allen	72	Independent Director	2013
James A. Carroll	56	Independent Director	2013
James C. Cherry	73	Independent Director	2013
Dennis H. Gartman	73	Independent Director	2022
Louis S. Haddad (2)	66	Chief Executive Officer, Vice Chairman of the Board of Directors	2013
Eva S. Hardy	79	Lead Independent Director(3)	2015
Daniel A. Hoffler (2)	75	Executive Chairman of the Board of Directors(4)	2013
A. Russell Kirk	76	Director	2013
F. Blair Wimbush	68	Independent Director	2024


• Our Board, upon the recommendation of the Compensation Committee, establishes the compensation for our non-employee directors.
• We have stock ownership guidelines that apply to our directors and executive officers in order to align their interests with the interests of our stockholders.
• We have adopted an Incentive Compensation Clawback Policy and an Anti-Hedging Policy.
• Record of strong "Say-on-Pay" support, including 95.2% stockholder approval in 2023, representing our fifth consecutive year of above 95% support since our inaugural "Say-on-Pay" vote.


Independent Directors	Fees Earned or Paid in Cash ($)		Equity Awards ($)		All Other Compensation ($)		Total ($)


James C. Cherry	60,000		47,100		2,951		110,051
Eva S. Hardy	65,000		47,100		2,951		115,051
George F. Allen	60,000		47,100		2,951		110,051
James A. Carroll	62,500	(1)	47,100		2,951		112,551
Dennis H. Gartman	52,500		55,000	(2)	3,999	(3)	111,499
John W. Snow	52,500	(4)	47,100		2,951		102,551
F. Blair Wimbush (5)	—		—		—		—


Non-Independent Directors	Fees Earned or Paid in Cash ($)	Equity Awards ($)	All Other Compensation ($)	Total ($)

Daniel A. Hoffler	305,677	119,895	124,162	549,734
A. Russell Kirk	52,518	47,100	2,951	102,569


$167,106 Corporate charitable donations									1,044 Employee volunteer hours



Stockholders may obtain a copy of our 2023 Sustainability Report on our website at http://armadahoffler.com/sustainability. The information contained on the Company's website is not incorporated by reference into this Proxy Statement.


Proposal 1	Election of Directors	The election of the nine director nominees named in this Proxy Statement, each for a term expiring at the 2025 annual meeting of stockholders, and until his or her successor is duly elected and qualifies;
Proposal 2	Ratification of Ernst & Young LLP	The ratification of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024; and
Proposal 3	Advisory Vote on Executive Compensation	The approval (on an advisory, non-binding basis) of the compensation of our named executive officers.


	Year Ended December 31, 2023 ($)	Year Ended December 31, 2022 ($)

Audit Fees(1)	1,091,067	1,298,016
Tax Fees(2)	324,428	392,183
All Other Fees(3)	32,200	5,550
Total	1,447,695	1,695,749


Elements of 2023 Non-Employee Director Compensation ($)
Annual Cash Retainer			55,000
Annual Equity Award of Restricted Shares or LTIP Units			55,000
Additional Annual Cash Retainers for:
Lead Independent Director			15,000
Audit Committee Chair			12,500
Compensation Committee Chair			10,000
Nominating and Corporate Governance Committee Chair			10,000


Elements of 2024 Non-Employee Director Compensation ($)
Annual Cash Retainer			55,000
Annual Equity Award of Restricted Shares or LTIP Units			55,000
Additional Annual Cash Retainers for:
Lead Independent Director			15,000
Audit Committee Chair			12,500
Compensation Committee Chair			10,000
Nominating and Corporate Governance Committee Chair			10,000
Chairman Emeritus			25,000


Name	Automobile Allowance(a) ($)	Tax Return Prep Fees ($)	Administrative Support ($)	Dividends on Unvested Restricted Stock ($)	Other(b) ($)	Total ($)

Daniel A. Hoffler	35,521	14,000	51,366	7,716	15,558	124,162



Matthew T. Barnes-Smith									Chief Financial Officer, Treasurer and Corporate Secretary


						Mr. Barnes-Smith joined as our Executive Vice President of Finance in September 2020 and was appointed as the Chief Financial Officer in March 2022. Since he joined in 2020, Mr. Barnes-Smith has been responsible for overseeing the organization in the areas of financial planning, accounting, strategy, risk management, and information technology. Mr. Barnes-Smith previously served as the Chief Administration Officer for The Port of Virginia from July 2017 to September 2020, where he was accountable for various business functions including financial analytics and reporting, as well as procurement and cost control. From December 2013 to June 2017, Mr. Barnes-Smith served as the Vice President Strategic Planning & Analytics for The Port of Virginia. He earned his Bachelor’s degree in Economics with Finance from Oklahoma State University, where he also received his Master’s degree in Economics.


						Mr. Apperson has served as our President of Construction since our initial public offering and President of Construction and Development since June 2022. He has over 25 years of experience in real estate management, development, and construction. Mr. Apperson previously served as President of Construction of one of our predecessor entities, a position he assumed in 2000. Prior to being named President of Construction, Mr. Apperson served as President of a subsidiary of our predecessor formerly known as Goodman Segar Hogan Hoffler Construction. Beginning in 1987, he served our predecessor as project manager. Mr. Apperson earned a B.A. from Hampden-Sydney College.


						Ms. Hampton has served as our President of Asset Management since our initial public offering. Ms. Hampton has nearly 35 years of experience in accounting, finance, administration, operations, and management. Ms. Hampton previously served as President of Asset Management of one of our predecessor entities since 2011 until the completion of our initial public offering. From 2009 to 2011, Ms. Hampton served as Vice President of Asset Management of one of our predecessor entities. From 1999 until 2011, Ms. Hampton served as the Director of Asset Management of one of our predecessor entities. Ms. Hampton previously served as Vice President of Finance at JLM Holdings. Ms. Hampton holds an AAS in Business Management from Metropolitan College and graduated cum laude with a B.S. in Business Administration from Western New England College.


TRANSACTION AND DEVELOPMENT ACTIVITY •Completed the $215 million acquisition of The Interlock, a 311,000 square foot Class A commercial mixed-use asset in Atlanta's West Midtown anchored by Georgia Tech. •Adopted a $50 million share repurchase program and repurchased 1,204,838 shares of common stock for a total of $12.6 million during the year ended December 31, 2023. •Committed an aggregate of $75.5 million to new real estate financing investments across three ground-up multifamily development projects located in the Atlanta and Coastal Virginia markets.						$2.6b total enterprise value at year end 2023, comprised of 53% debt and 47% equity



						$215m acquisition of The Interlock, a Class A mixed-use community in West Midtown, Atlanta in 2023


	Total Stockholder Return(1)
	1-Year		3-Year		5-Year		7-Year		Post IPO(2)
Armada Hoffler Properties, Inc.	15	%	31	%	15	%	24	%	96	%
Peer Group Median(3)	3	%	18	%	(2)	%	(17)	%	7	%
MSCI US REIT Index	14	%	23	%	43	%	43	%	82	%


Name									2023 Base Salary ($)

Louis S. Haddad									1,058,000
Shawn J. Tibbetts									500,000
Matthew T. Barnes-Smith									350,000
Eric E. Apperson									412,000
Shelly R. Hampton									375,000


	Cash Portion of 2023 STIP
Name	Threshold ($)	Target ($)	Maximum ($)

Louis S. Haddad	260,000	400,000	540,000
Shawn J. Tibbetts	146,250	225,000	303,750
Matthew T. Barnes-Smith	81,250	125,000	168,750
Eric E. Apperson	97,500	150,000	202,500
Shelly R. Hampton	81,250	125,000	168,750


	Equity Portion of 2023 STIP
Name	Threshold ($)	Target ($)	Maximum ($)

Louis S. Haddad	687,700	1,058,000	1,428,300
Shawn J. Tibbetts	471,250	725,000	978,750
Matthew T. Barnes-Smith	178,750	275,000	371,250
Eric E. Apperson	146,250	225,000	303,750
Shelly R. Hampton	162,500	250,000	337,500


Performance Metrics			Weighting
Normalized FFO			30%
Normalized FFO/Share			50%
Individual Goals			20%


	2023 Quantitative Bonus Goals
2023 STIP Metrics	Threshold ($)	Target ($)	Maximum ($)	Actual ($)

Normalized FFO	106,675,000	109,330,000	111,985,000	110,500,000
Normalized FFO/Share	1.21	1.24	1.27	1.24


	2023 Actual STIP Awards
Name	Cash ($)	Equity Award(1) ($)	Total ($)

Louis S. Haddad	400,000	1,058,000	1,458,000
Shawn J. Tibbetts	225,000	725,000	950,000
Matthew T. Barnes-Smith	125,000	275,000	400,000

Eric E. Apperson	150,000	225,000	375,000
Shelly R. Hampton	125,000	250,000	375,000


Name			2024 Base Salary ($)

Louis S. Haddad			1,058,000
Shawn J. Tibbetts			515,000
Matthew T. Barnes-Smith			400,000
Eric E. Apperson			425,000
Shelly R. Hampton			385,000


	Cash Portion of 2024 STIP
Name	Threshold ($)	Target ($)	Maximum ($)

Louis S. Haddad	260,000	400,000	540,000
Shawn J. Tibbetts	162,500	250,000	337,500
Matthew T. Barnes-Smith	113,750	175,000	236,250
Eric E. Apperson	100,750	155,000	209,250
Shelly R. Hampton	84,500	130,000	175,500


	Equity Portion of 2024 STIP
Name	Threshold ($)	Target ($)	Maximum ($)

Louis S. Haddad	736,762	1,133,480	1,530,198
Shawn J. Tibbetts	487,500	750,000	1,012,500
Matthew T. Barnes-Smith	211,250	325,000	438,750
Eric E. Apperson	152,750	235,000	317,250
Shelly R. Hampton	169,000	260,000	351,000


			2024 Quantitative Bonus Goals
2024 STIP Metrics	Weighting		Threshold ($)	Target ($)	Maximum ($)

Corporate
Normalized Funds from Operations (Normalized FFO)	30	%	109,000,000	111,900,000	114,500,000
Normalized FFO/Share	50	%	1.21	1.24	1.27
Individual Goals	20	%	Assessed by the Compensation Committee based on pre-established goals for each individual(1)


Name			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)				Estimated Possible Payouts Under Equity Incentive Plan Awards(2)					Grant Date Fair Value of Restricted Stock(3) ($)
	Grant Date	Approval Date	Threshold ($)	Target ($)	Maximum ($)	Threshold ($)		Target ($)		Maximum ($)

Louis S. Haddad(4)	3/3/23	2/14/23	260,000	400,000	540,000		464,750		715,000		965,250	966,750
Shawn J. Tibbetts	3/3/23	2/14/23	146,250	225,000	303,750		260,000		400,000		540,000	540,852
Matthew T. Barnes-Smith(4)	3/3/23	2/14/23	81,250	125,000	168,750		65,000		100,000		135,000	135,216
Eric E. Apperson	3/3/23	2/14/23	97,500	150,000	202,500		130,000		200,000		270,000	270,432
Shelly R. Hampton	3/3/23	2/14/23	81,250	125,000	168,750		162,500		250,000		337,500	338,027