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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 Streamline the production and printing of proxy communications to ensure a smooth transition from printing to distribution. Our single-source, full-service solution reduces shipping charges, expedites processing and helps you print only the quantity required. Plus, every project is backed by the undisputed reliability and quality you’ve come to expect from Broadridge. Last-minute changes, print overruns and mailing logistics can make it challenging to get investor and shareholder communications where they need to be on time and within budget. 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