Broadridge Proxy Best Practices
Proven strategies to transform your next proxy
into an engagement storytelling experience
2022
1
As shareholder
expectations evolve,
proxy storytelling
matters more than ever.
Converging trends are reshaping the landscape,
putting enormous pressure on investor relations
professionals to step up shareholder engagement.
Consider that mobile trading platforms and zero trade
commissions are bringing millions of new investors into
the fold. Shareholders, employees, and consumers are
more focused on ESG issues than ever. Meanwhile,
so-called meme stocks continue to gather steam.
Small-time investors can now mobilize on social media to
disrupt the largest institutional investors and hedge funds.
In this climate, corporations will need to reimagine how
they connect with investors and position themselves in
the market. How will you tell your story?
Proxy season: your best storytelling opportunity
Each year, we help thousands of corporate issuers deliver
millions of proxies. When you manage as many proxies
as we do, you get to see what works and what doesn’t.
We’ve found that leading issuers excel at the craft of
storytelling and their proxy is the main vehicle through
which they tell their story.
To that end, basic principles can help drive successful
outcomes across myriad industries. The right proxy design
empowers you to shape investor perceptions, showcase
your achievements and build shareholder loyalty.
Inside this resource, you’ll discover the principles,
strategies and best practices proven to help transform
your next proxy into an engaging narrative experience.
Let’s dive in.
The proxy is no longer a mere regulatory
disclosure. Instead, your proxy represents the
very best opportunity to own your narrative.
2
Proxy storytelling matters more than ever. That’s why more
issuers are transitioning away from plain, visually dense
proxies to more thoughtfully designed narrative experiences.
By leveraging these design best practices, we’ll help you
craft a story, which is more accessible and consumer friendly.
Design makes a big difference when it comes to audience
persuasion and understanding. Strategically designed
charts, graphs and iconography, for example, can help
simplify complex ideas and more effectively showcase your
achievements. Using your brand elements and photography
can reinforce your brand and help build shareholder loyalty.
Bottom line: Good storytelling requires sound design.
Design Considerations
Here are six easy-to-implement design enhancements for you
to consider to help in creating a more effective shareholder
communication.
Make your story
more engaging
Visualize
information
Humanize
your board
Tell your
ESG story
Summarize
key points
Reinforce your
brand identity
T H E V A L U E O F
Under pressure from investors, leading
issuers are rethinking proxy design to
step up shareholder engagement.
3
1 Make your story more engaging 2 Summarize key points
Think about content organization and flow while
identifying key content you wish to highlight. Use color
and infographics to add interest to the page. Utilize
design to help your proxy stand out, have more impact
and effectively engage your stakeholders.
All-text documents are transitioning to a
simpler, more visually appealing approach
that incorporates color and graphics to help
readers understand complex issues quickly.
Investors demand brevity and clarity, so it’s critical
to add a summary at the beginning of your proxy.
This enables you to highlight your company’s goals,
strategies and performance.
Don’t hesitate to include visual elements
to enhance understanding. Include callouts
and sidebars to highlight key points.
Ready for Next4
Proxy Summary
The information provided in this Proxy Summary is for your convenience only and is merely a summary of the information
contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that
can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and
references to our website address in this proxy statement are inactive textual references only.
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
Date
__________
MONDAY
JUNE14, 2021
Time
__________
2:00 P.M.
PACIFIC TIME
There are four ways
to vote:
• by Internet at
www.proxyvote.com,
24 hours a day, seven
days a week, until
11:59 p.m. Eastern
Time on June 13,
2021 (have your
Notice or proxy card
in hand when you
visit the website);
• by toll-free
telephone until 11:59
p.m. Eastern Time on
June 13, 2021 at
1-800-690-6903 (be
sure to have your
Notice or proxy card
in hand when you
call);
• by completing and
mailing your proxy
card so it is received
prior to the Annual
Meeting (if you
received printed
proxy materials);
• by attending and
voting at the virtual
Annual Meeting
by visiting
www.virtualsharehold
ermeeting.com/
ASAN2021, where
stockholders may
vote and submit
questions (before
and during) the
Annual Meeting
(have your proxy
card in hand when
you visit the website).
Our Board of Directors Recommendation:
Proposal 1
The election of Dustin Moskovitz, Sydney Carey,
and Matthew Cohler as Class I directors.
Nominees receiving the largest
number of votes “FOR” such
nominees are elected as directors
FOR
Proposal 2
The ratification of the appointment of
PricewaterhouseCoopers LLP as our independent
registered public accounting firm for our fiscal year
ending January 31, 2022.
Majority of votes present FOR
Asana 1 2021 Proxy Statement
March 19, 2021
Dear Fellow Shareholders:
One year ago, the global economy and local communities were upended by the COVID-19
pandemic. It has truly been an unprecedented time, and we hope you and your loved ones have
remained safe and healthy.
At Ameriprise, we have built a company with a compelling value proposition, strong financial
foundation, excellent risk management and a clear mission to help people feel confident about
their financial future. Each of these elements contributed to our ability to successfully navigate
such a challenging period and remain focused on executing our strategy and investing for the
long term.
Our people demonstrated incredible resiliency — both professionally and personally — ensuring
that we delivered an excellent client experience. Together, we generated record levels of
engagement that helped drive strong results across our diversified firm. We also provided direct
help to local communities through targeted grants, virtual volunteer activities and the generosity
of our employees and advisors.
Our performance in 2020 reinforced the importance of how we manage the business responsibly
with strong governance and engagement with our Board of Directors, and we added to our track
record of delivering for all our stakeholders, including our shareholders, through challenging
market cycles. Our approach and strong results are detailed in this proxy statement. We
expanded upon key topics such as our response to COVID-19, shareholder engagement,
executive compensation program and responsible business practices, including continuing to
advance our important diversity and inclusion efforts that have always served to strengthen our
culture, and are underscored by our Vision, Values, and Behaviors and Commitments.
I would also like to cordially invite you to join us for our 2021 Annual Meeting of Shareholders,
which will be held on Wednesday, April 28, 2021, at 11:00 a.m. Central time. We intend to hold
the annual shareholders meeting in a virtual meeting format only, via live webcast. Shareholders
will not be able to attend the annual meeting in person. The Board of Directors made this
decision in light of government health directives and our efforts to protect the health and safety
of shareholders, employees, directors and others. We’ve provided additional information about it
on the following page.
On behalf of my fellow directors, we are grateful for your support and look forward to updating
you on our continued progress at our annual meeting. Thank you for your commitment to
Ameriprise Financial.
Sincerely,
Chairman and
Chief Executive Officer
Message from our Chairman and
Chief Executive Officer
Please join us for
our Annual Meeting
of Shareholders
JAMES M. CRACCHIOLO
April 28, 2021
Lead off with a chairman’s letter, or a
communication from the entire board.
Use bold fonts, color, shading and graphics
to draw attention to important messaging.
Increasingly, proxy statements are borrowing proven
design techniques from annual reports and other
shareholder communications. Dull, all-text documents
are giving way to a simpler, more visually appealing
approach that incorporates company brand values,
color and graphics that help readers understand
complex issues quickly. No one wants to read a lot of
legalese, or search for the information they need. Use
plain English, and structure your proxy to encourage
greater engagement.
A proxy summary is a great way to balance
the need to provide more in-depth data with
investor’s demand for brevity and clarity. It’s
also an opportunity to outline your company’s
goals and strategy. Don’t hesitate to include
visual elements to enhance understanding.
There’s a growing trend to include a brief summary
(usually several pages) that encapsulates all of the
highlights right up front. It’s a great way to balance
the need to provide more in-depth data with investor’s
demand for brevity and clarity. It’s also an opportunity
to outline your company’s goals and strategy.
Don’t hesitate to include visual elements to
enhance understanding.
Make your story more engaging1 Summarize key points2
PROXY
SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the
information that you should consider, and you should read this entire proxy statement carefully before voting.
Annual Meeting
Date: June 17, 2021 Time: 8:00 A.M. Eastern Time
Location: The Umstead Hotel and Spa
100 Woodland Pond Drive, Cary, North Carolina 27513
Ways to Vote Your vote must be received by 11:59 P.M., Eastern Time on June 16, 2021, to be counted.
Vote in Person Vote by Mail Vote by Telephone Vote by Internet
To vote in person,
attend the Annual
Meeting and we will
give you a ballot when
you arrive.
If you requested printed
copies of the proxy
materials, you will receive
a proxy card. To vote by
proxy, simply complete,
sign and date the enclosed
proxy card and return
it promptly in the
envelope provided.
Call the toll-free number
1-800-690-6903. You
will be asked to provide
the company number and
account number from the
proxy card you received if
you requested printed copies
of the proxy materials.
Go to the Internet website
www.proxyvote.com to
complete an electronic
proxy card. You will be
asked to provide the
company number and
account number from the
enclosed Notice.
PROPOSALS
BOARD VOTE
RECOMMENDATION REQUIRED VOTE
1 Election of Class II Directors FOR EACH NOMINEE Plurality of votes cast
2 Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 FOR Majority of votes cast
3 Non-binding advisory vote on the compensation of our named executive officers (NEOs) FOR Majority of votes cast
PROXY SUMMARY
Aerie Pharmaceuticals, Inc. 1 2021 | Proxy Statement
We are pleased to invite you to attend the 2021
Annual Meeting of Stockholders of ModivCare
Inc., which will be held on Tuesday, June 15, 2021,
at 10:00 a.m. Mountain Daylight Time, at 6900
Layton Avenue, 12th Floor, Denver, CO 80237.
We intend to hold the annual meeting in person. We are sensitive, however, to the public
health and travel concerns our stockholders may have and the protocols that federal,
state, and local governments may continue to impose on public gatherings in respect of
the COVID-19 pandemic. In the event it is not possible or advisable to hold the annual
meeting in person, we will announce alternative arrangements for the annual meeting as
promptly as practicable by issuing a press release and filing such announcement on the
SEC’s website. Alternative arrangements may include holding the annual meeting solely
by means of remote communication. You may also monitor our website at www.modivcare.com
for updated information. If you are planning to attend our annual meeting, please check
the website one week prior to the annual meeting date. As always, we encourage you to
vote your shares prior to the annual meeting.
At the annual meeting you will be asked to consider and vote on the proposals described
in the accompanying notice of annual meeting and proxy statement, as well as such other
business as may properly come before the annual meeting.
Your vote is important, and we encourage you to vote promptly. For record holders,
regardless of whether you are able to attend the upcoming annual meeting in person,
please follow the instructions contained in the proxy statement on how to vote via the
Internet, by telephone, or request a paper proxy card to complete, sign and return by mail
so that your shares may be voted. If your shares are held in the name of a broker, bank
or other intermediary holder of record, follow the voting instructions you receive from the
holder of record to vote your shares.
On behalf of the board of directors and management of the Company, I extend our
appreciation for your continued support.
Daniel E. Greenleaf
President and Chief Executive Officer
DEAR STOCKHOLDER,
April 30, 2021
4700 S Syracuse St, 4th Floor
Denver, CO 80237
2021 Proxy StatementModivCare™
Table of Contents
Ready for Next4
Proxy Summary
The information provided in this Proxy Summary is for your convenience only and is merely a summary of the information
contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that
can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and
references to our website address in this proxy statement are inactive textual references only.
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
Date
__________
MONDAY
JUNE14, 2021
Time
__________
2:00 P.M.
PACIFIC TIME
There are four ways
to vote:
• by Internet at
www.proxyvote.com,
24 hours a day, seven
days a week, until
11:59 p.m. Eastern
Time on June 13,
2021 (have your
Notice or proxy card
in hand when you
visit the website);
• by toll-free
telephone until 11:59
p.m. Eastern Time on
June 13, 2021 at
1-800-690-6903 (be
sure to have your
Notice or proxy card
in hand when you
call);
• by completing and
mailing your proxy
card so it is received
prior to the Annual
Meeting (if you
received printed
proxy materials);
• by attending and
voting at the virtual
Annual Meeting
by visiting
www.virtualsharehold
ermeeting.com/
ASAN2021, where
stockholders may
vote and submit
questions (before
and during) the
Annual Meeting
(have your proxy
card in hand when
you visit the website).
Our Board of Directors Recommendation:
Proposal 1
The election of Dustin Moskovitz, Sydney Carey,
and Matthew Cohler as Class I directors.
Nominees receiving the largest
number of votes “FOR” such
nominees are elected as directors
FOR
Proposal 2
The ratification of the appointment of
PricewaterhouseCoopers LLP as our independent
registered public accounting firm for our fiscal year
ending January 31, 2022.
Majority of votes present FOR
Asana 1 2021 Proxy Statement
March 19, 2021
Dear Fellow Shareholders:
One year ago, the global economy and local communities were upended by the COVID-19
pandemic. It has truly been an unprecedented time, and we hope you and your loved ones have
remained safe and healthy.
At Ameriprise, we have built a company with a compelling value proposition, strong financial
foundation, excellent risk management and a clear mission to help people feel confident about
their financial future. Each of these elements contributed to our ability to successfully navigate
such a challenging period and remain focused on executing our strategy and investing for the
long term.
Our people demonstrated incredible resiliency — both professionally and personally — ensuring
that we delivered an excellent client experience. Together, we generated record levels of
engagement that helped drive strong results across our diversified firm. We also provided direct
help to local communities through targeted grants, virtual volunteer activities and the generosity
of our employees and advisors.
Our performance in 2020 reinforced the importance of how we manage the business responsibly
with strong governance and engagement with our Board of Directors, and we added to our track
record of delivering for all our stakeholders, including our shareholders, through challenging
market cycles. Our approach and strong results are detailed in this proxy statement. We
expanded upon key topics such as our response to COVID-19, shareholder engagement,
executive compensation program and responsible business practices, including continuing to
advance our important diversity and inclusion efforts that have always served to strengthen our
culture, and are underscored by our Vision, Values, and Behaviors and Commitments.
I would also like to cordially invite you to join us for our 2021 Annual Meeting of Shareholders,
which will be held on Wednesday, April 28, 2021, at 11:00 a.m. Central time. We intend to hold
the annual shareholders meeting in a virtual meeting format only, via live webcast. Shareholders
will not be able to attend the annual meeting in person. The Board of Directors made this
decision in light of government health directives and our efforts to protect the health and safety
of shareholders, employees, directors and others. We’ve provided additional information about it
on the following page.
On behalf of my fellow directors, we are grateful for your support and look forward to updating
you on our continued progress at our annual meeting. Thank you for your commitment to
Ameriprise Financial.
Sincerely,
Chairman and
Chief Executive Officer
Message from our Chairman and
Chief Executive Officer
Please join us for
our Annual Meeting
of Shareholders
JAMES M. CRACCHIOLO
April 28, 2021
Lead off with a chairman’s letter, or a
communication from the entire board.
Use bold fonts, color, shading and graphics
to draw attention to important messaging.
Increasingly, proxy statements are borrowing proven
design techniques from annual reports and other
shareholder communications. Dull, all-text documents
are giving way to a simpler, more visually appealing
approach that incorporates company brand values,
color and graphics that help readers understand
complex issues quickly. No one wants to read a lot of
legalese, or search for the information they need. Use
plain English, and structure your proxy to encourage
greater engagement.
A proxy summary is a great way to balance
the need to provide more in-depth data with
investor’s demand for brevity and clarity. It’s
also an opportunity to outline your company’s
goals and strategy. Don’t hesitate to include
visual elements to enhance understanding.
There’s a growing trend to include a brief summary
(usually several pages) that encapsulates all of the
highlights right up front. It’s a great way to balance
the need to provide more in-depth data with investor’s
demand for brevity and clarity. It’s also an opportunity
to outline your company’s goals and strategy.
Don’t hesitate to include visual elements to
enhance understanding.
Make your story more engaging1 Summarize key points2
PROXY
SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the
information that you should consider, and you should read this entire proxy statement carefully before voting.
Annual Meeting
Date: June 17, 2021 Time: 8:00 A.M. Eastern Time
Location: The Umstead Hotel and Spa
100 Woodland Pond Drive, Cary, North Carolina 27513
Ways to Vote Your vote must be received by 11:59 P.M., Eastern Time on June 16, 2021, to be counted.
Vote in Person Vote by Mail Vote by Telephone Vote by Internet
To vote in person,
attend the Annual
Meeting and we will
give you a ballot when
you arrive.
If you requested printed
copies of the proxy
materials, you will receive
a proxy card. To vote by
proxy, simply complete,
sign and date the enclosed
proxy card and return
it promptly in the
envelope provided.
Call the toll-free number
1-800-690-6903. You
will be asked to provide
the company number and
account number from the
proxy card you received if
you requested printed copies
of the proxy materials.
Go to the Internet website
www.proxyvote.com to
complete an electronic
proxy card. You will be
asked to provide the
company number and
account number from the
enclosed Notice.
PROPOSALS
BOARD VOTE
RECOMMENDATION REQUIRED VOTE
1 Election of Class II Directors FOR EACH NOMINEE Plurality of votes cast
2 Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 FOR Majority of votes cast
3 Non-binding advisory vote on the compensation of our named executive officers (NEOs) FOR Majority of votes cast
PROXY SUMMARY
Aerie Pharmaceuticals, Inc. 1 2021 | Proxy Statement
We are pleased to invite you to attend the 2021
Annual Meeting of Stockholders of ModivCare
Inc., which will be held on Tuesday, June 15, 2021,
at 10:00 a.m. Mountain Daylight Time, at 6900
Layton Avenue, 12th Floor, Denver, CO 80237.
We intend to hold the annual meeting in person. We are sensitive, however, to the public
health and travel concerns our stockholders may have and the protocols that federal,
state, and local governments may continue to impose on public gatherings in respect of
the COVID-19 pandemic. In the event it is not possible or advisable to hold the annual
meeting in person, we will announce alternative arrangements for the annual meeting as
promptly as practicable by issuing a press release and filing such announcement on the
SEC’s website. Alternative arrangements may include holding the annual meeting solely
by means of remote communication. You may also monitor our website at www.modivcare.com
for updated information. If you are planning to attend our annual meeting, please check
the website one week prior to the annual meeting date. As always, we encourage you to
vote your shares prior to the annual meeting.
At the annual meeting you will be asked to consider and vote on the proposals described
in the accompanying notice of annual meeting and proxy statement, as well as such other
business as may properly come before the annual meeting.
Your vote is important, and we encourage you to vote promptly. For record holders,
regardless of whether you are able to attend the upcoming annual meeting in person,
please follow the instructions contained in the proxy statement on how to vote via the
Internet, by telephone, or request a paper proxy card to complete, sign and return by mail
so that your shares may be voted. If your shares are held in the name of a broker, bank
or other intermediary holder of record, follow the voting instructions you receive from the
holder of record to vote your shares.
On behalf of the board of directors and management of the Company, I extend our
appreciation for your continued support.
Daniel E. Greenleaf
President and Chief Executive Officer
DEAR STOCKHOLDER,
April 30, 2021
4700 S Syracuse St, 4th Floor
Denver, CO 80237
2021 Proxy StatementModivCare™
Table of Contents
Overview of Safety Performance (25%)
Safety is our number one core value and highest operational priority. Our safety performance metrics under the FY21 STIP
included (i) consolidated air accidents (“AA”), which is a measure of aircraft accidents that accounts for the severity of any
damage or injuries sustained during such events, for the fiscal year compared to a preset target; and (ii) personal injury
events as measured by a lost time incident severity rate reflecting the number of lost work days experienced expressed as a
rate per 100 full-time employees (“LTISR”). AA and LTISR each account for 12.5% (together accounting for 25%) of the
weighting for the FY21 STIP. Both of these safety performance metrics are measured at the consolidated corporate level.
The Company’s continued commitment to our Target Zero safety
culture resulted in zero air accidents, a 75% reduction in severe
injury events, and a 57% year-over-year reduction in lost work days.
Financial Performance/Adjusted EBITDA (50%)
Our financial performance metric for the FY21 STIP was measured by Adjusted EBITDA. The performance threshold for
Adjusted EBITDA was not met, resulting in no payment for the financial performance metric under the FY21 STIP.
Threshold level of performance for Adjusted EBITDA was not met,
resulting in no earned amounts for this performance metric.
Individual Strategic Goals (25%)
Under the FY21 STIP, the Committee, together with the Chief Executive Officer (other than for himself) approved individual
objectives for each Named Executive Officer aligned with the Company’s strategic priorities and achievement of the
synergies associated with the Merger. The individual strategic goals of the FY21 STIP link compensation directly to the
performance of the executive.
COMPENSATION DISCUSSION AND ANALYSIS
1
Bristow Group Inc. 40 2021 Proxy Statement
COMPANY OVERVIEW
We are an ophthalmic pharmaceutical company focused on the discovery, development and commercialization of first-in-class
therapies for the treatment of patients with open-angle glaucoma, ocular surface diseases and retinal diseases. 2020 was a
challenging year for the global economy as the COVID-19 pandemic brought disruptions to global supply chains, workforce
participation was impacted by “shelter in place” restrictions and significant volatility disrupted the financial markets. Despite these
challenges, the Company continued to achieve strong financial and scientific results in 2020.
2020 Business and Financial Highlights
U.S. Commercial Products
Net Product revenue in 2020 of $83.1 million, which represents a 19% increase as compared to the prior year, was driven by our
U.S. Food and Drug Administration (“FDA”) approved glaucoma franchise products, Rhopressa® (netarsudil ophthalmic solution)
0.02% (“Rhopressa®”) and Rocklatan® (netarsudil/latanoprost ophthalmic solution) 0.02%/0.005% (“Rocklatan®”). Although there
was a decline in total prescription volumes in April 2020, as seen within the entire pharmaceutical market according to IQVIA data
primarily due to the impact of the COVID-19 pandemic, our sales volumes have increased each successive quarter in 2020 as
compared to the first quarter of 2020 for both Rhopressa® and Rocklatan®.
Outside the United States
In Europe, Roclanda® (marketed as Rocklatan® in the United States) was granted a Centralised Marketing Authorisation
(“Centralised MA”) by the European Commission (“EC”) in January 2021. Roclanda® represents our second EC approved product in
Europe as Rhokiinsa® (marketed as Rhopressa® in the United States) was granted a Centralised MA by the EC in late 2019.
Furthermore, we reported positive interim topline 90-day efficacy data in September 2020 for our Phase 3b clinical trial for
Roclanda®, named Mercury 3, which we believe is important to the execution of our strategy in Europe, which generated interest
from potential collaboration partners.
In Japan, we entered into a Collaboration and License Agreement (the “Santen Agreement”) with Santen Pharmaceuticals Co., Ltd.
(“Santen”) in October 2020 to advance our clinical development and ultimately commercialize Rhopressa® and Rocklatan® in Japan
and eight other countries in Asia. The Santen Agreement included an upfront payment to Aerie of $50.0 million, with net cash
proceeds after withholding taxes of $45.0 million received in the fourth quarter of 2020. We initiated a Rhopressa® Phase 3 clinical
trial in December 2020, the first of three expected Phase 3 clinical trials in Japan. Clinical trials for Rocklatan® have not yet begun.
U.S. Commercial Products Outside the United States
19% +
Increase in
Net Revenues
Rhopressa® and
Rocklatan®
$83.1 million for the year
ended December 31,
2020
Sales Volumes
Increased Each
Successive
Quarter of 2020
Rhopressa® and
Rocklatan®
in 2020
EC Approval
Roclanda®
in Europe,
January 2021
Executed
Santen
Agreement
Rhopressa® and
Rocklatan®
in Japan,
October 2020
Reported
Positive
Topline Data
Roclanda®
Mercury 3
Phase 3b
clinical trial
September 2020
Initiated
Clinical Trial
Rhopressa®
in Japan,
October 2020
PROXY SUMMARY
Aerie Pharmaceuticals, Inc. 2 2021 | Proxy Statement
4
Key Skills and Experience
Senior Leadership
Aviation or Logistics Management
Oil and Gas Industry
International Business
Finance, Accounting, or Legal
Technology/Cybersecurity
Government Affairs/Contracting
Advanced Air Mobility
Offshore Wind/Renewables
Public Company Governance
Strategic Planning
Mergers and Acquisitions
Risk Management
Age and Tenure
59.6 years AverageAge 2.4 years Average Tenure
COMMITTEES OF THE BOARD OF DIRECTORS
1
Bristow Group Inc. 15 2021 Proxy Statement
3 Reinforce your brand identity 4 Visualize information
Your proxy should be an extension of your brand. Be sure
to align design with existing brand standards. Of course,
include your logo, colors and font style to anchor all the
elements of your story.
Brand elements should work together to
reflect the personality and vision of your
organization — and brand.
A well-designed chart or table highlights key data and
makes your point instantly clear. Keep charts and graphs
simple and straightforward, with legends that are easy to
read. Clarity, logical organization and consistency are key.
For example, consider using graphics to
contextualize and illustrate executive
compensation or board composition.
You can more effectively highlight board
diversity, tenure, skills, and more.
10 2021 Proxy StatementModivCare™
Table of Contents
Voting Securities of
Certain Beneficial
Owners and
Management
The following table sets forth certain information, as of the Record Date, with respect to the beneficial ownership of
ModivCare’s Common Stock by (a) each stockholder known by us to own beneficially more than 5% of the outstanding
voting power of our Common Stock, (b) each of ModivCare’s directors and nominees for director, (c) each of ModivCare’s
executive officers named in the “Summary Compensation Table” which follows, who are our named executive officers,
and (d) all of ModivCare’s directors and executive officers as a group. Except as otherwise specified, the named beneficial
owner has sole voting and investment power with respect to the shares and the address for each beneficial owner of
more than 5% of our Common Stock, director, director nominee and named executive officer is: c/o ModivCare Inc., 4700
South Syracuse Street, 4th Floor, Denver, CO 80237.
Name of Beneficial Owner
No. of Shares of Common
Stock Beneficially Owned(1)
Percent of Class(1)
5% or greater security holders
BlackRock, Inc.(2) 1,927,207 13.65%
Coliseum Capital Management, LLC(3) 1,542,055 10.92%
Renaissance Technologies, LLC(4) 773,673 5.48%
The Vanguard Group(5) 861,110 6.10%
Directors
Todd J. Carter(6) 11,582 *
David A. Coulter(6) 22,126 *
Garth Graham — *
Daniel E. Greenleaf(7) 48,407 *
Richard A. Kerley(6) 35,703 *
Leslie V. Norwalk(6) 13,635 *
Stacy Staal — *
Rahul Samant — *
Christopher S. Shackleton(8) 1,542,055 10.92%
Frank J. Wright(6) 14,008 *
Non-Director Named Executive Officers
John McMahon(9) — *
Kathryn Stalmack(10) 10,363 *
Kenneth W. Wilson(11) 7,702 *
Kevin M. Dotts 612 *
Suzanne G. Smith — *
All current directors and executive officers as a group (16 persons) 1,706,193 12.16%
* Less than 1 %
Corporate Responsibility and
Sustainability
At Asana, our mission is to help humanity thrive by enabling the world’s teams to work together effortlessly. That starts with
co-creating a thriving company culture that is committed to clarity, diversity, inclusion and belonging, and employee growth.
We’ve designed our culture with the same care and intentionality that we’ve invested in designing our product. And we
invest deeply in hiring and developing mission-driven, values-aligned, and talented team members. These efforts support
employee engagement, drive business results, and ultimately, enable us to achieve our mission.
Like all companies, we intend to create great returns for our shareholders. That outcome, however, is a byproduct and
catalyst of our ultimate purpose: the fulfillment of our mission. We are also deeply committed to benefiting all our
stakeholders: our customers, our employees, our partners, our communities, the environment, and humanity. Asana’s
founders, Dustin Moskovitz and Justin Rosenstein, are individually Asana’s largest shareholders. Both Mr. Moskovitz and
Mr. Rosenstein have pledged to use 100% of the value of their Asana equity for philanthropic purposes.
We built Asana because the work people do together matters. From curing diseases and developing clean energy to building
local schools and creating global movements, progress depends on teamwork. This is why it’s mission-critical that our
company culture enables employees to do their most impactful work as effortlessly as possible, so we can empower even
more of the world’s teams to achieve their own missions.
Our Mindful Culture
From the very beginning, we’ve been intentional about how we build our culture at Asana, and our company values are its
foundation. They guide us on how we show up and work together so we can achieve our mission. Particularly during this
time of global workplace transformation and rapid growth, it’s critical to have a north star that guides our work as we scale,
which will ultimately help us to achieve our mission. Our values help us make it happen.
Asana 22 2021 Proxy Statement
Director Skills Matrix
Senior Leadership Experience – serving in a senior leadership role at another organization and experience
with human capital management
Financial and Accounting – knowledge of the financial markets, corporate finance, accounting regulations,
and accounting and financial reporting processes
Biotechnology/Life Science – experience in or with the biotechnology, life sciences and/or pharmaceutical
industries, including experience in the clinical development of pharmaceutical products
Commercialization – experience executing corporate commercial and/or marketing strategies and initiatives
Strategic Experience – oversight of management’s development and implementation of strategic priorities
Aesthetics Experience – experience within the medical aesthetics or beauty industry
Financial Technology Innovation – experience managing technological change and driving technological
innovation relevant to the financial technology and payment processing industries
Risk Oversight and Risk Management – experience with and oversight over security and risk management
Manufacturing and Supply Chain – experience overseeing manufacturing operations or experience in supply
chain management with respect to pharmaceutical products
Governance/Public Company Board Experience – experience serving on the boards of other public
companies and knowledge regarding public company governance and compensation, policies and practices
A. Russell l l l l l l l l
J. Gangolli l l l l l l l l l
O. Ware l l l l l l
M. Foley l l l l l l l l l l
C. Nolet l l l l l l
P. Vickers l l l l l l l l
J. Beraud l l l l l l
C. Kolaja l l l l l l
A. Rankin l l l l l l
Table of Contents
5
ESG Initiatives
We believe ESG is core to every aspect of our business and key to building long-term value for all our
stakeholders. Since we entered the commercial stage of our business in 2020, our commitment to corporate responsibility
and sustainability has never been greater. In January 2021, we published our inaugural ESG report, which was guided by
the SASB framework, to provide insights into our approach on ESG and to meet the needs of our stockholders and other
vested parties evaluating the sustainability and future success of our Company.
Our ESG initiatives are shaped by our values and our promises to our stakeholders, with the aim to further
increase our positive impact in the world through our people, products and services. The Nominating and Corporate
Governance Committee oversees the Company’s ESG strategy and initiatives and works with investor relations on
stockholder outreach to receive feedback on our corporate governance, ESG and executive compensation programs.
Our Values
SPEED
If there is a way to do better, we find it fast.
We simplify, innovate, and implement fast. We
embrace the speed of decision-making.
AUDACITY
We think big. We create futures designed
to disrupt the marketplace. We are willing
to take bold action to create our vision.
GRIT
Perseverance, determination, and persistence.
We thrive on challenging tasks and always
aim to do the right thing. Obstacles do not
get in the way of our success.
EMPATHY
We listen in ways that create understanding.
By assuming positive intent and offering
support, we respect others, encourage
collaboration and foster inclusiveness.
Our Promises
• Commitment to Physicians and Their Patients - health care providers and their patients demand
something significantly better, and we are committed to delivering that;
• Commitment to Employees - we provide an inclusive, rewarding and engaging environment for
employees to develop professionally and contribute to our success; and
• Commitment to Stockholders - we strive to scale our business to provide superior returns to our investors.
Table of Contents
22
5 Humanize your board 6 Tell your ESG story
When shareholders can associate a face with a name,
they are more likely to feel a connection to your board
and to your company. Photography, as well as a well-written
bio, help the reader to better know the individual, their
experience and their skills.
Make it easy to scan the board member’s
competencies and roles, committee
memberships and other board memberships.
Today, many investors believe ESG issues impact materiality
and financial performance. So, it’s imperative to include
content that showcases your ESG metrics and progress.
The proxy statement can serve as a springboard
to additional in-depth ESG content on your
website or a free-standing ESG Report.
Ready for Next6
When shareholders can associate a face with a
name, they are more likely to feel a connection
to your board and to your company.
Add photos to enhance director profiles. Provide an
overview of relevant experience and expertise, including
education and any previous board participation. Use
bullet points and small graphic icons to summarize the
executive’s career including any particular industry
or skill area. Make it easy to scan the board member’s
competencies and roles, committee memberships, and
other board memberships.
Consider the addition of ESG reporting.
ESG criteria reflects a broad range of business
behaviors and metrics to assist investors in
identifying companies with values that match
their own.
Humanize your board5 Tell your ESG story6
Environmental
CLIMATE CHANGE STRATEGIC PLAN
As leaders in the real estate industry, we at Armada Hoffler recognize that a focus on environmental sustainability is critical to the
success of our company, the industry and the future of our planet. Throughout the years, Armada Hoffler has consciously invested and
refined our focus on various conservation initiatives and business practices. We partner with our stakeholders, Board and executive
management team to identify materially relevant opportunities and risks across the Armada Hoffler business portfolio and our
environmental, social, and corporate governance ("ESG") strategy. As a result, we are targeting areas where opportunity exists to
reduce consumption and emissions, while also increasing operating efficiency within our portfolio. Subsequently, the organization works
to craft operating policies that incorporate the spirit the aforementioned initiatives into our priorities, goals and working processes.
Some recent examples include investment in LED lighting conversions, LEED certifications, inclusion of ENERGY Star appliances,
touchless faucets, paperless/paper reduction initiatives and many more.
Armada Hoffler completed a materiality assessment to identify areas of significant impact to our corporate operations to be prioritized.
Through our continued efforts, Armada Hoffler is intentionally reviewing opportunities to improve our position as it relates to overall
environmental impact while we are setting targets for our company and its employees to achieve milestones along the way:
• Present a 2030 Climate Change Strategic Plan for review by the Executive Team and Nominating and Corporate Governance
Committee, with subsequent publication by the end of FY 2021
• Following publication of Climate Change Strategic Plan, report to the Executive Team (quarterly) and Nominating and Corporate
Governance Committee (annually)
• Fully transition portfolio to LED lighting by 2030
• Install EV charging stations at all newly developed buildings beginning in 2021
LIKE FOR LIKE
Annual Energy Usage Annual Green House Emissions Usage Annual Water Usage
MWh MTCO2e KGal
2019 35,841 10,878 76,205
2020 31,515 10,050 71,630
Decreased Energy Usage Decreased Green House Emissions Decreased Water Usage
Change % -12% -8% -6%
2020 GREEN INVESTMENTS
• Acquisition of LEED GOLD
certified Annapolis Junction
• Capital expenditure projects
including but not limited to:
• LED light conversion and
• auto dimmers
• Touchless low flow faucets
and automatic paper towel
dispensers
• Tankless waterless water
heaters
• Installed Energy Star appliances
in redeveloped multifamily units
LEED CERTIFIED PROPERTIES
We remain focused on properties that reduce stress on the environment and are proud to
feature several LEED certified properties.
LEED Gold
• Annapolis Junction
• Exelon Headquarters
Building*
• Thames Street Wharf
LEED Silver
• Clark Nexsen Office Building
• Legg Mason World
Headquarters*
• Wills Wharf
• 1405 Point Street Apartments
LEED Certified
• Williams Mullen (LEED
Lite)*
• Hyatt Place Baltimore*
• Virginia Natural Gas*
*Involved in construction and/or development of projects. Armada Hoffler does not have ownership.
Sustainability
Armada Hoffler Properties, Inc. 7 Proxy Statement 2021
Sustainability and Diversity
Social
INVESTING IN OUR PEOPLE
We value every employee at Armada Hoffler and believe our continued success is based on their
wellness, professional development and well-being. Our core belief is centered in excellent
customer service for our team leaders and employees, supporting them through recruiting,
onboarding, training, development and total rewards. Furthermore, we continue to strive to build a
more diverse and inclusive organization. We empower each other to bring unique perspectives
and experiences to work, and we continuously seek new ways to do so.
OUR EMPLOYEES: OUR GREATEST ASSET
In the midst of the ongoing pandemic and with setbacks in the economy, the senior executive team
made the decision to continue with the employee evaluation process and associated annual salary
increases (with the notable exception of the senior management team who graciously volunteered to
forego increases). Additionally, all eligible employees were awarded their annual bonus and restricted
stock award. Even with obvious and ample reasons to suspend raises, and even reduce wages and
benefits in the current environment, the company believes those sorts of actions would only be
implemented as a last resort to preserve jobs. To the contrary, Armada Hoffler chooses to
acknowledge and reward superior performance when at all possible. This has been Dan Hoffler’s
philosophy since founding the company in 1979.
60%
of promotions in 2020
identify as female
30%
of promotions in 2020
identify as an ethnic minority
22%
of board of directors
identify as female
11%
of board of directors identify
as an ethnic minority
COMMITMENT TO A DIVERSE AND SUSTAINABLE WORKFORCE
Armada Hoffler is committed to the continued development of a
workforce that reflects a diverse group of people who represent our
core values.
SAFETY
In 2020 Armada Hoffler, including its subsidiary construction company, experienced only one recordable accident in almost 300,000
hours worked. This allowed us to achieve an OSHA incident rate of 0.72 per every 200,000 hours worked, which is well below the
national average for construction companies of our type and size.
CAREER DEVELOPMENT AND SUPPORTING EXCELLENCE
At Armada Hoffler, we place great value on employee growth through goals, feedback, and professional and leadership development
offerings. We are consistently awarded for excellence in our workforce, offices and communities.
STRENGTHENING OUR COMMUNITY
We created an outreach committee more than 30 years ago, which provides employees an opportunity to come together to find ways to
give back to the community and help those in need. In 2020, our outreach partnerships included:
• ALS Association
• Alzheimer's Association
• American Cancer Society
• American Red Cross
• Crush Cancer/Cycle for Survival
• Hope House
• Meals on Wheels of Virginia Beach
• The Up Center
• Thurgood Marshall Elementary School
SPECIAL CONSTABLE MALACHI J. BEASLEY AWARD
In July 2020, Armada Hoffler was honored with the Special Constable Malachi J. Beasley Award for the donation to and support of first
responders’ mental health. In May 2019, Virginia Beach was struck by tragedy. Following the senseless event, Armada Hoffler proudly
donated $50,000 to the Virginia Beach Police Foundation to support crisis counseling and related services for first responders.
Armada Hoffler Properties, Inc. 6 Proxy Statement 2021
Sustainability Committee and Policies
Our cross-functional management sustainability committee was formed to support our ongoing commitment to environmental,
workplace health and safety, corporate social responsibility, corporate governance, and other sustainability matters. Members of our
Sustainability Committee are appointed by our Chief Executive Officer and are required to report quarterly to our Chief Executive Officer
and annually to the Nominating and Corporate Governance Committee.
Our Board of Directors has adopted the following policies, affirming our ongoing commitment to environmental, workplace health and
safety, corporate social responsibility, corporate governance, and other sustainability matters.
ENVIRONMENTAL POLICY
Emphasizes our commitment to incorporating leading environmental
practices into our business strategy and operations and fostering
environmental awareness and responsibility among our employees,
vendors, suppliers, and other interested parties. The Environmental
Policy memorializes our commitment to conserving natural
resources, minimizing waste, recycling, and ensuring compliance
with environmental laws and regulations.
HUMAN RIGHTS POLICY
Provides direction and guidance to our employees to ensure that all practices and processes support the fundamental principles of
basic human rights, and are developed and implemented in a manner that complies with our core values around human rights and
respects the inherent value of each individual. Among other things, the human rights policy:
• prohibits the use of forced or compulsory labor or child labor;
• expressly acknowledges our employees’ rights to lawfully associate or not to associate with groups of their choosing without fear of
retaliation; and
• reinforces our commitment to maintaining a healthy and safe work environment that is free from violence, harassment,
discrimination, and other unsafe or disruptive conditions.
VENDOR CODE OF BUSINESS CONDUCT
Sets forth the basic requirements expected of our vendors, suppliers, and trade contractors with whom we directly do business, with
respect to, among other topics, conflicts of interest, environmental stewardship, anti-corruption, the use of conflict minerals, the
conservation of assets, and the protection of whistleblowers.
Stockholders may obtain a copy of our 2020 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.
Sustainability
Armada Hoffler Properties, Inc. 8 Proxy Statement 2021
12 | Armada Hoffler 2020 Sustainability Report | 13
SAFETY
PROTOCOL
Incidents and Accidents
Safety Program Modernization
Safety Training
Environmental Safeguards
Safety Department Sustainability
Pandemic Preparedness and Response
In 2020 Armada Hoffler experienced only one recordable accident in almost 300,000 hours worked. This allowed us to
achieve an OSHA incident rate of 0.72 which is well below the National average for companies of our type and size.
An integral part of our ability to lower our OSHA incident rate by 65% in one year was the modernization and
implementation of our new Corporate Safety and Health Program.
Our Safety and Health Program was updated using the latest government regulations and industry best practices to
ensure the safest possible working environment for our employees, subcontractors, and visitors. This program also aids
in meeting our environmental and sustainability goals because the program is paperless including links to electronic
resources, files, and forms. All forms can be completed, signed, and submitted electronically without a single page printed.
Since the implementation of the modernized Safety and Health Program our training programs and processes have
also been updated. The enhanced use of video conferencing systems and video production have allowed the Safety
Department and the company to reduce its carbon footprint by reducing travel needed for training.
We have increased the amount and quality of workplace safety and health training and certifications available in
house for employees and subcontractors. These programs range from First Aid and CPR training to Hazardous Waste
Operations and Emergency Response Training.
Through the design processes to ribbon cutting, our projects are assessed for compliance with all federal, state, and
local environmental protection regulations. The Safety Department assists with this through pre-project planning,
preparedness and response planning, training, and frequent inspections.
These efforts are focused on ensuring that our offices and projects do not negatively impact the environment
during our business operations. These may range from ensuring proper sediment and erosion control measures to
establishing enhanced safeguards and procedures to protect the environment and its natural inhabitants during
complex construction operations in environmentally sensitive areas or on previously contaminated sites.
The Safety Department has recently implemented procedures to reduce the amount of disposable equipment or
supplies we purchase and focus on items that will reduce the amount of waste we generate where it is safe to do so.
Additionally, we have undertaken new efforts to renew equipment for reuse after each project to reduce safety costs
and overall environmental impact. This includes refilling and reconditioning emergency equipment required on every
job site.
If the situation arises where an item must be disposed of, the Department will ensure it is either recycled or disposed
of, in an environmentally responsible manner.
As soon as public health officials began to warn of the Coronavirus (COVID-19) becoming a global pandemic, the
Department began working with our executive leadership to establish and implement a Pandemic Preparedness and
Response Plan.
This plan was implemented in early March of 2020. The plan establishes basic and enhanced procedures ranging from
job site temperature screening to decontamination and response procedures if we have a contamination event in an
office or project site.
This plan continues to be in place and is regularly updated with the latest Public Health Information as needed. This
plan is anticipated to be a new part of our everyday operations here at Armada Hoffler as long as pandemic viruses
continue to be a potential safety and health threat to our employees, subcontractors, clients, vendors, and visitors.
Armada Hoffler is in compliance with the Virginia Emergency Temporary Standard mandated by the Governor.
Additionally, we elected to utilize the mandate on all Armada Hoffler sites, not just Virginia.
Olivia C. Ware has served as a director of our Company since March 2021. Ms.
Ware has more than 20 years of experience in pharmaceutical drug
development, commercialization and healthcare management. From November
2019 to March 2021, Ms. Ware served as the Senior Vice President, BTK
Franchise Head at Principia Biopharma Inc., which was acquired by Sanofi
S.A. in 2020, where she was responsible for developing overall portfolio
strategy for the company’s three BTKi molecules. From 2018 to 2019, Ms.
Ware served as Senior Vice President, U.S. Market and Franchise Development
at Proteus Digital Health, Inc. From 2011 to 2018, Ms. Ware worked in a
number of public and private biopharma firms as a private consultant. From
2016 to 2017, Ms. Ware was the Chief Commercial Officer at CytRx, Inc.
From 1997 to 2010, Ms. Ware worked at Genentech, Inc. in a variety of roles
of increasing responsibility in commercial, team leadership and product
development. During her time at Genentech, Ms. Ware played a key role in the
launch of several commercial drug products, including Rituxan®, Herceptin®,
Avastin® and Lucentis®, and as Head of Oncology Team Leadership was
responsible for molecule, disease and platform strategic plans and oncology
portfolio management. Ms. Ware holds an A.B. in Psychology from Davidson
College and an M.B.A. in Finance and Marketing from the University of North
Carolina at Chapel Hill.
Director Qualifications: Ms. Ware was nominated for election to our Board
due to her extensive leadership experience in pharmaceutical development and
commercializing drug products at multiple pharmaceutical companies.
Key Skills:
Former SVP, BTK Franchise Head
at Principia Biopharma Inc.
Director Since: 2021
Committee Memberships (as of the
date of the Annual Meeting):
• Nominating and Corporate
Governance Committee
• Science & Technology
Committee
Mark J. Foley has served as a director of our Company since September 2017,
and as our President and Chief Executive Officer since October 2019. Mr.
Foley has more than 25 years of operational and investment experience in the
healthcare arena. Previously, Mr. Foley was Chairman, President and CEO of
ZELTIQ Aesthetics, Inc. ("ZELTIQ"), a manufacturer of medical devices for
cryolipolysis procedures, serving from 2012 through the company’s acquisition
in 2017 by Allergan plc. Additionally, Mr. Foley served as a Managing
Director at RWI Ventures, a technology and life sciences venture capital fund,
from 2004 through 2018. Prior to ZELTIQ, Mr. Foley held a variety of senior
operating roles in large public companies and venture-backed startups,
including U.S. Surgical Corporation, Guidant Corporation, Devices for
Vascular Intervention (acquired by Eli Lilly & Co.), Perclose (acquired by
Abbott Laboratories) and Ventrica (acquired by Medtronic PLC) where he was
the founder and CEO. Mr. Foley currently serves on the board of directors for
public companies Glaukos Corp. and SI-BONE, Inc., and is a co-chair of the
Aesthetics Innovation Summit. Mr. Foley received a Bachelor of Arts degree
from the University of Notre Dame.
Director Qualifications: Our Board believes that Mr. Foley’s leadership
experience, financial expertise, experience at multiple public pharmaceutical
companies and his expertise with the development and commercialization in
the aesthetics, medical device, biotechnology and financial technology
industries make him qualified to serve on our Board.
Key Skills:
President and CEO of Revance
Director Since: 2017
Table of Contents
9
Nominees for Director
Sydney Carey has served as a member of our Board of Directors since July 2019.
Since November 2018, Ms. Carey has served as the Chief Financial Officer of Sumo Logic,
Inc., a data analytics company. From December 2017 to October 2018, Ms. Carey served
as the Chief Financial Officer for Duo Security, Inc., a software security company. From
June 2016 to December 2017, she served as the Chief Financial Officer of Apttus
Corporation, a business-to-business software company. From February 2015 to June
2016, she served as the Chief Financial Officer of Zscaler, Inc., an information security
company, and from April 2013 to February 2015, she served as the Chief Financial Officer
of MongoDB Inc., a software company. Ms. Carey has served on the board of directors of
Lead Edge Growth Opportunities, Ltd, a special purpose acquisition vehicle, since March
2021, and previously served as a member of the board of directors of Bazaarvoice, Inc.
from April 2012 to September 2017, and Proofpoint, Inc. from January 2014 to March
2015. Ms. Carey holds a B.A. in economics from Stanford University.
WE BELIEVE THAT MS. CAREY IS QUALIFIED TO SERVE AS A MEMBER OF OUR BOARD OF DIRECTORS
BECAUSE OF HER EXTENSIVE FINANCE BACKGROUND, INCLUDING SERVICE AS A CHIEF FINANCIAL
OFFICER OF SEVERAL COMPANIES, HER EXPERIENCE AS A DIRECTOR OF PUBLIC COMPANIES, AND
HER KNOWLEDGE OF OUR INDUSTRY.
Matthew Cohler has served as a member of our Board of Directors since November
2009.
Mr. Cohler has been a Partner at Benchmark Capital, a venture capital firm, since June
2008. Before Benchmark Capital, Mr. Cohler served as the Vice President of Product
Management at Facebook, Inc., a social media and networking company, from 2005 to
June 2008, and as the Vice President of LinkedIn Corporation, an internet software
company, from 2003 to 2005. Mr. Cohler previously served on the boards of directors of
Domo, Inc. from July 2011 to March 2019, and Uber Technologies, Inc. from June 2017 to
July 2019. Mr. Cohler holds a B.A. in music from Yale University.
WE BELIEVE THAT MR. COHLER IS QUALIFIED TO SERVE AS A MEMBER OF OUR BOARD OF DIRECTORS
BECAUSE OF HIS EXTENSIVE EXPERIENCE AS AN EXECUTIVE AND BOARD MEMBER OF MANY
TECHNOLOGY, HIGH-GROWTH, CONSUMER AND DIGITAL COMPANIES, HIS INVESTMENT
EXPERIENCE, AND HIS KNOWLEDGE OF OUR INDUSTRY.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Asana 10 2021 Proxy Statement
Ready for Next6
When shareholders can associate a face with a
name, they are more likely to feel a connection
to your board and to your company.
Add photos to enhance director profiles. Provide an
overview of relevant experience and expertise, including
education and any previous board participation. Use
bullet points and small graphic icons to summarize the
executive’s career including any particular industry
or skill area. Make it easy to scan the board member’s
competencies and roles, committee memberships, and
other board memberships.
Consider the addition of ESG reporting.
ESG criteria reflects a broad range of business
behaviors and metrics to assist investors in
identifying companies with values that match
their own.
Humanize your board5 Tell your ESG story6
Environmental
CLIMATE CHANGE STRATEGIC PLAN
As leaders in the real estate industry, we at Armada Hoffler recognize that a focus on environmental sustainability is critical to the
success of our company, the industry and the future of our planet. Throughout the years, Armada Hoffler has consciously invested and
refined our focus on various conservation initiatives and business practices. We partner with our stakeholders, Board and executive
management team to identify materially relevant opportunities and risks across the Armada Hoffler business portfolio and our
environmental, social, and corporate governance ("ESG") strategy. As a result, we are targeting areas where opportunity exists to
reduce consumption and emissions, while also increasing operating efficiency within our portfolio. Subsequently, the organization works
to craft operating policies that incorporate the spirit the aforementioned initiatives into our priorities, goals and working processes.
Some recent examples include investment in LED lighting conversions, LEED certifications, inclusion of ENERGY Star appliances,
touchless faucets, paperless/paper reduction initiatives and many more.
Armada Hoffler completed a materiality assessment to identify areas of significant impact to our corporate operations to be prioritized.
Through our continued efforts, Armada Hoffler is intentionally reviewing opportunities to improve our position as it relates to overall
environmental impact while we are setting targets for our company and its employees to achieve milestones along the way:
• Present a 2030 Climate Change Strategic Plan for review by the Executive Team and Nominating and Corporate Governance
Committee, with subsequent publication by the end of FY 2021
• Following publication of Climate Change Strategic Plan, report to the Executive Team (quarterly) and Nominating and Corporate
Governance Committee (annually)
• Fully transition portfolio to LED lighting by 2030
• Install EV charging stations at all newly developed buildings beginning in 2021
LIKE FOR LIKE
Annual Energy Usage Annual Green House Emissions Usage Annual Water Usage
MWh MTCO2e KGal
2019 35,841 10,878 76,205
2020 31,515 10,050 71,630
Decreased Energy Usage Decreased Green House Emissions Decreased Water Usage
Change % -12% -8% -6%
2020 GREEN INVESTMENTS
• Acquisition of LEED GOLD
certified Annapolis Junction
• Capital expenditure projects
including but not limited to:
• LED light conversion and
• auto dimmers
• Touchless low flow faucets
and automatic paper towel
dispensers
• Tankless waterless water
heaters
• Installed Energy Star appliances
in redeveloped multifamily units
LEED CERTIFIED PROPERTIES
We remain focused on properties that reduce stress on the environment and are proud to
feature several LEED certified properties.
LEED Gold
• Annapolis Junction
• Exelon Headquarters
Building*
• Thames Street Wharf
LEED Silver
• Clark Nexsen Office Building
• Legg Mason World
Headquarters*
• Wills Wharf
• 1405 Point Street Apartments
LEED Certified
• Williams Mullen (LEED
Lite)*
• Hyatt Place Baltimore*
• Virginia Natural Gas*
*Involved in construction and/or development of projects. Armada Hoffler does not have ownership.
Sustainability
Armada Hoffler Properties, Inc. 7 Proxy Statement 2021
Sustainability and Diversity
Social
INVESTING IN OUR PEOPLE
We value every employee at Armada Hoffler and believe our continued success is based on their
wellness, professional development and well-being. Our core belief is centered in excellent
customer service for our team leaders and employees, supporting them through recruiting,
onboarding, training, development and total rewards. Furthermore, we continue to strive to build a
more diverse and inclusive organization. We empower each other to bring unique perspectives
and experiences to work, and we continuously seek new ways to do so.
OUR EMPLOYEES: OUR GREATEST ASSET
In the midst of the ongoing pandemic and with setbacks in the economy, the senior executive team
made the decision to continue with the employee evaluation process and associated annual salary
increases (with the notable exception of the senior management team who graciously volunteered to
forego increases). Additionally, all eligible employees were awarded their annual bonus and restricted
stock award. Even with obvious and ample reasons to suspend raises, and even reduce wages and
benefits in the current environment, the company believes those sorts of actions would only be
implemented as a last resort to preserve jobs. To the contrary, Armada Hoffler chooses to
acknowledge and reward superior performance when at all possible. This has been Dan Hoffler’s
philosophy since founding the company in 1979.
60%
of promotions in 2020
identify as female
30%
of promotions in 2020
identify as an ethnic minority
22%
of board of directors
identify as female
11%
of board of directors identify
as an ethnic minority
COMMITMENT TO A DIVERSE AND SUSTAINABLE WORKFORCE
Armada Hoffler is committed to the continued development of a
workforce that reflects a diverse group of people who represent our
core values.
SAFETY
In 2020 Armada Hoffler, including its subsidiary construction company, experienced only one recordable accident in almost 300,000
hours worked. This allowed us to achieve an OSHA incident rate of 0.72 per every 200,000 hours worked, which is well below the
national average for construction companies of our type and size.
CAREER DEVELOPMENT AND SUPPORTING EXCELLENCE
At Armada Hoffler, we place great value on employee growth through goals, feedback, and professional and leadership development
offerings. We are consistently awarded for excellence in our workforce, offices and communities.
STRENGTHENING OUR COMMUNITY
We created an outreach committee more than 30 years ago, which provides employees an opportunity to come together to find ways to
give back to the community and help those in need. In 2020, our outreach partnerships included:
• ALS Association
• Alzheimer's Association
• American Cancer Society
• American Red Cross
• Crush Cancer/Cycle for Survival
• Hope House
• Meals on Wheels of Virginia Beach
• The Up Center
• Thurgood Marshall Elementary School
SPECIAL CONSTABLE MALACHI J. BEASLEY AWARD
In July 2020, Armada Hoffler was honored with the Special Constable Malachi J. Beasley Award for the donation to and support of first
responders’ mental health. In May 2019, Virginia Beach was struck by tragedy. Following the senseless event, Armada Hoffler proudly
donated $50,000 to the Virginia Beach Police Foundation to support crisis counseling and related services for first responders.
Armada Hoffler Properties, Inc. 6 Proxy Statement 2021
Sustainability Committee and Policies
Our cross-functional management sustainability committee was formed to support our ongoing commitment to environmental,
workplace health and safety, corporate social responsibility, corporate governance, and other sustainability matters. Members of our
Sustainability Committee are appointed by our Chief Executive Officer and are required to report quarterly to our Chief Executive Officer
and annually to the Nominating and Corporate Governance Committee.
Our Board of Directors has adopted the following policies, affirming our ongoing commitment to environmental, workplace health and
safety, corporate social responsibility, corporate governance, and other sustainability matters.
ENVIRONMENTAL POLICY
Emphasizes our commitment to incorporating leading environmental
practices into our business strategy and operations and fostering
environmental awareness and responsibility among our employees,
vendors, suppliers, and other interested parties. The Environmental
Policy memorializes our commitment to conserving natural
resources, minimizing waste, recycling, and ensuring compliance
with environmental laws and regulations.
HUMAN RIGHTS POLICY
Provides direction and guidance to our employees to ensure that all practices and processes support the fundamental principles of
basic human rights, and are developed and implemented in a manner that complies with our core values around human rights and
respects the inherent value of each individual. Among other things, the human rights policy:
• prohibits the use of forced or compulsory labor or child labor;
• expressly acknowledges our employees’ rights to lawfully associate or not to associate with groups of their choosing without fear of
retaliation; and
• reinforces our commitment to maintaining a healthy and safe work environment that is free from violence, harassment,
discrimination, and other unsafe or disruptive conditions.
VENDOR CODE OF BUSINESS CONDUCT
Sets forth the basic requirements expected of our vendors, suppliers, and trade contractors with whom we directly do business, with
respect to, among other topics, conflicts of interest, environmental stewardship, anti-corruption, the use of conflict minerals, the
conservation of assets, and the protection of whistleblowers.
Stockholders may obtain a copy of our 2020 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.
Sustainability
Armada Hoffler Properties, Inc. 8 Proxy Statement 2021
12 | Armada Hoffler 2020 Sustainability Report | 13
SAFETY
PROTOCOL
Incidents and Accidents
Safety Program Modernization
Safety Training
Environmental Safeguards
Safety Department Sustainability
Pandemic Preparedness and Response
In 2020 Armada Hoffler experienced only one recordable accident in almost 300,000 hours worked. This allowed us to
achieve an OSHA incident rate of 0.72 which is well below the National average for companies of our type and size.
An integral part of our ability to lower our OSHA incident rate by 65% in one year was the modernization and
implementation of our new Corporate Safety and Health Program.
Our Safety and Health Program was updated using the latest government regulations and industry best practices to
ensure the safest possible working environment for our employees, subcontractors, and visitors. This program also aids
in meeting our environmental and sustainability goals because the program is paperless including links to electronic
resources, files, and forms. All forms can be completed, signed, and submitted electronically without a single page printed.
Since the implementation of the modernized Safety and Health Program our training programs and processes have
also been updated. The enhanced use of video conferencing systems and video production have allowed the Safety
Department and the company to reduce its carbon footprint by reducing travel needed for training.
We have increased the amount and quality of workplace safety and health training and certifications available in
house for employees and subcontractors. These programs range from First Aid and CPR training to Hazardous Waste
Operations and Emergency Response Training.
Through the design processes to ribbon cutting, our projects are assessed for compliance with all federal, state, and
local environmental protection regulations. The Safety Department assists with this through pre-project planning,
preparedness and response planning, training, and frequent inspections.
These efforts are focused on ensuring that our offices and projects do not negatively impact the environment
during our business operations. These may range from ensuring proper sediment and erosion control measures to
establishing enhanced safeguards and procedures to protect the environment and its natural inhabitants during
complex construction operations in environmentally sensitive areas or on previously contaminated sites.
The Safety Department has recently implemented procedures to reduce the amount of disposable equipment or
supplies we purchase and focus on items that will reduce the amount of waste we generate where it is safe to do so.
Additionally, we have undertaken new efforts to renew equipment for reuse after each project to reduce safety costs
and overall environmental impact. This includes refilling and reconditioning emergency equipment required on every
job site.
If the situation arises where an item must be disposed of, the Department will ensure it is either recycled or disposed
of, in an environmentally responsible manner.
As soon as public health officials began to warn of the Coronavirus (COVID-19) becoming a global pandemic, the
Department began working with our executive leadership to establish and implement a Pandemic Preparedness and
Response Plan.
This plan was implemented in early March of 2020. The plan establishes basic and enhanced procedures ranging from
job site temperature screening to decontamination and response procedures if we have a contamination event in an
office or project site.
This plan continues to be in place and is regularly updated with the latest Public Health Information as needed. This
plan is anticipated to be a new part of our everyday operations here at Armada Hoffler as long as pandemic viruses
continue to be a potential safety and health threat to our employees, subcontractors, clients, vendors, and visitors.
Armada Hoffler is in compliance with the Virginia Emergency Temporary Standard mandated by the Governor.
Additionally, we elected to utilize the mandate on all Armada Hoffler sites, not just Virginia.
Olivia C. Ware has served as a director of our Company since March 2021. Ms.
Ware has more than 20 years of experience in pharmaceutical drug
development, commercialization and healthcare management. From November
2019 to March 2021, Ms. Ware served as the Senior Vice President, BTK
Franchise Head at Principia Biopharma Inc., which was acquired by Sanofi
S.A. in 2020, where she was responsible for developing overall portfolio
strategy for the company’s three BTKi molecules. From 2018 to 2019, Ms.
Ware served as Senior Vice President, U.S. Market and Franchise Development
at Proteus Digital Health, Inc. From 2011 to 2018, Ms. Ware worked in a
number of public and private biopharma firms as a private consultant. From
2016 to 2017, Ms. Ware was the Chief Commercial Officer at CytRx, Inc.
From 1997 to 2010, Ms. Ware worked at Genentech, Inc. in a variety of roles
of increasing responsibility in commercial, team leadership and product
development. During her time at Genentech, Ms. Ware played a key role in the
launch of several commercial drug products, including Rituxan®, Herceptin®,
Avastin® and Lucentis®, and as Head of Oncology Team Leadership was
responsible for molecule, disease and platform strategic plans and oncology
portfolio management. Ms. Ware holds an A.B. in Psychology from Davidson
College and an M.B.A. in Finance and Marketing from the University of North
Carolina at Chapel Hill.
Director Qualifications: Ms. Ware was nominated for election to our Board
due to her extensive leadership experience in pharmaceutical development and
commercializing drug products at multiple pharmaceutical companies.
Key Skills:
Former SVP, BTK Franchise Head
at Principia Biopharma Inc.
Director Since: 2021
Committee Memberships (as of the
date of the Annual Meeting):
• Nominating and Corporate
Governance Committee
• Science & Technology
Committee
Mark J. Foley has served as a director of our Company since September 2017,
and as our President and Chief Executive Officer since October 2019. Mr.
Foley has more than 25 years of operational and investment experience in the
healthcare arena. Previously, Mr. Foley was Chairman, President and CEO of
ZELTIQ Aesthetics, Inc. ("ZELTIQ"), a manufacturer of medical devices for
cryolipolysis procedures, serving from 2012 through the company’s acquisition
in 2017 by Allergan plc. Additionally, Mr. Foley served as a Managing
Director at RWI Ventures, a technology and life sciences venture capital fund,
from 2004 through 2018. Prior to ZELTIQ, Mr. Foley held a variety of senior
operating roles in large public companies and venture-backed startups,
including U.S. Surgical Corporation, Guidant Corporation, Devices for
Vascular Intervention (acquired by Eli Lilly & Co.), Perclose (acquired by
Abbott Laboratories) and Ventrica (acquired by Medtronic PLC) where he was
the founder and CEO. Mr. Foley currently serves on the board of directors for
public companies Glaukos Corp. and SI-BONE, Inc., and is a co-chair of the
Aesthetics Innovation Summit. Mr. Foley received a Bachelor of Arts degree
from the University of Notre Dame.
Director Qualifications: Our Board believes that Mr. Foley’s leadership
experience, financial expertise, experience at multiple public pharmaceutical
companies and his expertise with the development and commercialization in
the aesthetics, medical device, biotechnology and financial technology
industries make him qualified to serve on our Board.
Key Skills:
President and CEO of Revance
Director Since: 2017
Table of Contents
9
Nominees for Director
Sydney Carey has served as a member of our Board of Directors since July 2019.
Since November 2018, Ms. Carey has served as the Chief Financial Officer of Sumo Logic,
Inc., a data analytics company. From December 2017 to October 2018, Ms. Carey served
as the Chief Financial Officer for Duo Security, Inc., a software security company. From
June 2016 to December 2017, she served as the Chief Financial Officer of Apttus
Corporation, a business-to-business software company. From February 2015 to June
2016, she served as the Chief Financial Officer of Zscaler, Inc., an information security
company, and from April 2013 to February 2015, she served as the Chief Financial Officer
of MongoDB Inc., a software company. Ms. Carey has served on the board of directors of
Lead Edge Growth Opportunities, Ltd, a special purpose acquisition vehicle, since March
2021, and previously served as a member of the board of directors of Bazaarvoice, Inc.
from April 2012 to September 2017, and Proofpoint, Inc. from January 2014 to March
2015. Ms. Carey holds a B.A. in economics from Stanford University.
WE BELIEVE THAT MS. CAREY IS QUALIFIED TO SERVE AS A MEMBER OF OUR BOARD OF DIRECTORS
BECAUSE OF HER EXTENSIVE FINANCE BACKGROUND, INCLUDING SERVICE AS A CHIEF FINANCIAL
OFFICER OF SEVERAL COMPANIES, HER EXPERIENCE AS A DIRECTOR OF PUBLIC COMPANIES, AND
HER KNOWLEDGE OF OUR INDUSTRY.
Matthew Cohler has served as a member of our Board of Directors since November
2009.
Mr. Cohler has been a Partner at Benchmark Capital, a venture capital firm, since June
2008. Before Benchmark Capital, Mr. Cohler served as the Vice President of Product
Management at Facebook, Inc., a social media and networking company, from 2005 to
June 2008, and as the Vice President of LinkedIn Corporation, an internet software
company, from 2003 to 2005. Mr. Cohler previously served on the boards of directors of
Domo, Inc. from July 2011 to March 2019, and Uber Technologies, Inc. from June 2017 to
July 2019. Mr. Cohler holds a B.A. in music from Yale University.
WE BELIEVE THAT MR. COHLER IS QUALIFIED TO SERVE AS A MEMBER OF OUR BOARD OF DIRECTORS
BECAUSE OF HIS EXTENSIVE EXPERIENCE AS AN EXECUTIVE AND BOARD MEMBER OF MANY
TECHNOLOGY, HIGH-GROWTH, CONSUMER AND DIGITAL COMPANIES, HIS INVESTMENT
EXPERIENCE, AND HIS KNOWLEDGE OF OUR INDUSTRY.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Asana 10 2021 Proxy Statement
6
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