Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-18

Highwoods Properties, INC. (HIW)

Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$5,124,352
Theodore Klinck total, FY2025
29th
CEO pay percentile vs peers
62:1
CEO-to-median pay ratio
97.85%
Say-on-pay support, latest vote
Companies that benchmark against HIW
13 companies name HIW as a compensation peer

Each company listed discloses HIW in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named HIW in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Theodore Klinck$772,067$0$2,795,397$0$1,291,154$0$265,734$5,124,352
President and Chief Executive Officer
Brendan Maiorana495,1630917,9410532,3360105,8422,051,282
Executive Vice President and Chief Financial Officer
Brian Leary489,0670906,7660525,7810102,9332,024,547
Executive Vice President and Chief Operating Officer
Jeffrey Miller359,1700665,9290321,778084,9391,431,816
Executive Vice President, General Counsel and Secretary

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Theodore Klinck$5,124,352$5,147,367$4,702,879−23,015
Brendan Maiorana2,051,2822,057,6921,893,937−6,410
Brian Leary2,024,5472,036,5141,884,640−11,967
Jeffrey Miller1,431,8161,434,5911,328,875−2,775

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Anne H. LloydDirector2026-05-14A3,566$0$0CommonForm 4 ↗
Carlos E. EvansDirector2026-05-14A3,56600CommonForm 4 ↗
Candice W. ToddDirector2026-05-14A3,56600CommonForm 4 ↗
Charles Albert AndersonDirector2026-05-14A3,56600CommonForm 4 ↗
David L. GadisDirector2026-05-14A3,56600CommonForm 4 ↗
David J. HartzellDirector2026-05-14A3,56600CommonForm 4 ↗
Jeffrey MillerEVP, General Counsel & Sec.2026-06-18D1,00000CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Brendan MaioranaRSA2026-03-0123,025
Theodore KlinckPSU2025-03-0123,41270,2361,431,414
Jeffrey MillerPSU2025-03-015,60216,806339,556
Brian LearyRSU2025-03-0115,256444,407
Brendan MaioranaPSU2025-03-017,72223,166468,057
Theodore KlinckRSU2025-03-0146,8241,363,983
Jeffrey MillerRSU2025-03-0111,204326,373
Brendan MaioranaRSU2025-03-0115,444449,884
Brian LearyPSU2025-03-017,62822,884462,359
Theodore KlinckRSA2026-03-0155,413
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Brendan Maiorana$449,884$468,057$051.0%
Theodore Klinck1,363,9831,431,414051.2%
Jeffrey Miller326,373339,556051.0%
Brian Leary444,407462,359051.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Brendan MaioranaRSU39,549$1,021,155
Theodore KlinckOption23,03652.49
Jeffrey MillerOption16,50052.49
Theodore KlinckRSU119,9033,095,895
Jeffrey MillerRSU28,689740,750
Theodore KlinckOption30,89543.55
Jeffrey MillerOption17,48543.55
Jeffrey MillerPSU35,864926,008
Theodore KlinckPSU149,8923,870,211
Brendan MaioranaPSU49,4401,276,541
Brian LearyPSU48,8321,260,842
Brian LearyRSU39,0631,008,607
05

Incentive-plan design — the Compensation Discussion & Analysis

variable compensation is a significant part of compensation, with the percentage at-risk increasing at higher levels of responsibility; differences in executive compensation should reflect differing levels of responsibility and performance; employee stock ownership aligns the interests of named executives and stockholders; performance-based compensation focuses named executives on strategic business objectives and aligns pay with performance through performance-leveraged incentive opportunities; compensation must be competitive with that offered by other companies that compete with us to attract and retain the best possible executive talent.

CEO STI target (% of salary)140%
CEO LTI target (% of salary)
Independent consultantPearl Meyer
Clawback policyTrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-1293,787,1072,057,31682,70797.85%Passed
20252025-05-1391,048,9294,431,256241,55395.36%Passed
20242024-05-1486,373,6635,740,434217,77993.77%Passed
20232023-05-1685,631,1265,762,830172,21793.69%Passed
20222022-05-1088,728,4213,348,618103,70896.36%Passed
20212021-05-1189,489,9001,363,854193,41398.5%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-1297.85%a
20252025-05-1395.36%b
20242024-05-1493.77%c

a. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.”.

b. Voting standard not stated in the filing.

c. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)62 : 1
CEO total compensation$5,124,352
Median employee compensation$82,694
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Carlos E. EvansIndependent · Board Chair · Compensation and Governance (Chair) · Executive (Chair)$116,580$93,208$0$6,483$216,271
Anne H. LloydIndependent · Audit (Chair) · Compensation and Governance · Executive97,50093,20806,483197,191
David J. HartzellIndependent · Audit · Investment77,50093,20806,483177,191
Charles A. AndersonIndependent · Investment70,00093,20806,483169,691
David L. GadisIndependent · Audit67,50093,20806,483167,191
Candice W. ToddIndependent · Audit67,50093,20806,483167,191
Gene H. AndersonIndependent · Executive · Investment · Not standing for re-election · Departed during FY28,531001,89330,424
Thomas P. AndersonIndependent · Not standing for re-election · Departed during FY25,769001,89327,662
Theodore J. KlinckEmployee director · Investment (Chair) · Executive (Ex-Officio)00000
09

Board fee structure and ownership guideline

Annual cash retainer$60,000
Annual equity retainer$90,000
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)22,500 / 10,000
Stock ownership guideline4x Annual Base Cash Retainer
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$550,880
Equity awards (grant-date value)$559,248
All other compensation$42,684
Total cost of the board$1,152,812

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

Of the companies Highwoods Properties, INC. names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Highwoods Properties, INC..

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Cousins Properties Incorporated2025M. Colin Connolly$791,813$6,154,830$0$1,705,564$8,688,925
2COPT Defense Properties2025Stephen Budorick799,4235,085,41701,680,0007,582,340
3Kilroy Realty Corporation2025Angela Aman820,0004,433,57701,801,8507,072,527
4Brandywine Realty Trust2025Gerard Sweeney800,0003,472,94001,520,0005,812,631
5Piedmont Realty Trust, Inc.2025C. Brent Smith710,0003,766,34201,250,0005,757,342
6Highwoods Properties, INC.2025Theodore Klinck772,0672,795,39701,291,1545,124,352
7Hudson Pacific Properties, Inc.2025Victor Coleman1,000,000356,326002,766,883
8City Office REIT, Inc.2024James Farrar525,0001,054,368002,326,635

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Highwoods Properties, INC.119%RSU 50 · MSU 50Yes — Relative TSR vs FTSE NAREIT Equity Office IndexPearl Meyer
Brandywine Realty Trust95%RSU 50 · PSU 50NoPay Governance LLC
City Office REIT, Inc.125%PRSU 60 · RSU 40Nonot disclosed
COPT Defense Properties150%PSU 60 · LTIP Units 40Yes — Total Shareholder Return (TSR)Ferguson Partners Consulting, L.P.
Cousins Properties Incorporated143.6%PSU 60 · RSU 40NoFerguson Partners Consulting
Hudson Pacific Properties, Inc.140%LTIP Units 50 · PSU 50Yes — Relative TSR vs. Nareit Office IndexFerguson Partners Consulting
Kilroy Realty Corporation125.6%PSU 75 · RSU 25Yes — TSR Percentile RankingKorn Ferry
Piedmont Realty Trust, Inc.117%PSU 60 · RSU 40Yes — Total Shareholder Return (TSR) relative to peersFerguson Partners Consulting L.P.

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

FAQ

Frequently asked questions

Who was the highest-paid executive at Highwoods Properties, INC. in fiscal 2025?
Theodore Klinck, serving as President and Chief Executive Officer, was the highest-paid executive with total compensation of $5,124,352 as disclosed.
How does Highwoods Properties, INC.'s chief executive pay compare to its disclosed peer group?
The chief executive's pay falls within the 29th percentile of the disclosed peer group as reported in the filing.
What is Highwoods Properties, INC.'s CEO-to-median employee pay ratio?
The CEO-to-median employee pay ratio was 62:1 as disclosed in the compensation brief.
How did shareholders vote on Highwoods Properties, INC.'s executive compensation?
Shareholders approved the executive compensation plan with 97.85% support in the latest vote as shown in the filing.
How much does Highwoods Properties, INC. spend in total on board compensation for fiscal 2025?
Total board compensation for fiscal 2025 was $1,152,812 as disclosed.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Theodore KlinckDEF 14A2026-03-270000921082-26-000030Section “Summary Compensation”. As printed: 5,124,352. Filing ↗machine: t16 · r2 · c3 · span 333023–333032
2Section 01, Brendan MaioranaDEF 14A2026-03-270000921082-26-000030Section “Summary Compensation” · page 34. As printed: 2,051,282. Filing ↗machine: r5 · c24 · span 400835–400845
3Section 01, Brian LearyDEF 14A2026-03-270000921082-26-000030Section “Summary Compensation” · page 34. As printed: 2,024,547. Filing ↗machine: r8 · c24 · span 406202–406212
4Section 01, Jeffrey MillerDEF 14A2026-03-270000921082-26-000030Section “Summary Compensation” · page 34. As printed: 1,431,816. Filing ↗machine: r11 · c24 · span 411574–411584
5Section 03, Brendan Maiorana RSADEF 14A2026-03-270000921082-26-000030Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 275721–275727
6Section 03, Theodore Klinck PSUDEF 14A2026-03-270000921082-26-000030Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗
7Section 03, Jeffrey Miller PSUDEF 14A2026-03-270000921082-26-000030Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗
8Section 03, Brian Leary RSUDEF 14A2026-03-270000921082-26-000030Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗
9Section 03, Brendan Maiorana PSUDEF 14A2026-03-270000921082-26-000030Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗
10Section 03, Theodore Klinck RSUDEF 14A2026-03-270000921082-26-000030Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗
11Section 03, Jeffrey Miller RSUDEF 14A2026-03-270000921082-26-000030Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗
12Section 03, Brendan Maiorana RSUDEF 14A2026-03-270000921082-26-000030Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗
13Section 03, Brian Leary PSUDEF 14A2026-03-270000921082-26-000030Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗
14Section 03, Theodore Klinck RSADEF 14A2026-03-270000921082-26-000030Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 275587–275593
15Section 07, pay ratioDEF 14A2026-03-270000921082-26-000030Section “CEO Pay Ratio”. As printed: 62 : 1. Filing ↗machine: span 377879–377881
16Section 08, Carlos E. EvansDEF 14A2026-03-270000921082-26-000030Section “Director Compensation”. As printed: 216,271. Filing ↗machine: t2 · r5 · c4 · span 138434–138441
17Section 08, Anne H. LloydDEF 14A2026-03-270000921082-26-000030Section “Director Compensation”. As printed: 197,191. Filing ↗machine: t2 · r8 · c4 · span 142521–142528
18Section 08, David J. HartzellDEF 14A2026-03-270000921082-26-000030Section “Director Compensation”. As printed: 177,191. Filing ↗machine: t2 · r7 · c4 · span 141168–141175
19Section 08, Charles A. AndersonDEF 14A2026-03-270000921082-26-000030Section “Director Compensation”. As printed: 169,691. Filing ↗machine: t2 · r2 · c4 · span 134332–134339
20Section 08, David L. GadisDEF 14A2026-03-270000921082-26-000030Section “Director Compensation”. As printed: 167,191. Filing ↗machine: t2 · r6 · c4 · span 139799–139806
21Section 08, Candice W. ToddDEF 14A2026-03-270000921082-26-000030Section “Director Compensation”. As printed: 167,191. Filing ↗machine: t2 · r9 · c4 · span 144036–144043
22Section 08, Gene H. AndersonDEF 14A2026-03-270000921082-26-000030Section “Director Compensation”. As printed: 30,424. Filing ↗machine: t2 · r3 · c4 · span 135699–135705
23Section 08, Thomas P. AndersonDEF 14A2026-03-270000921082-26-000030Section “Director Compensation”. As printed: 27,662. Filing ↗machine: t2 · r4 · c4 · span 137067–137073
24Section 08, Theodore J. KlinckDEF 14A2026-03-270000921082-26-000030Section “Director Compensation”. As printed: 0. Filing ↗
25Section 02, Anne H. Lloyd 2026-05-14Form 42026-05-180001234192-26-000004Insider equity transaction reported since the proxy statement. Filing ↗
26Section 02, Carlos E. Evans 2026-05-14Form 42026-05-180001632093-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
27Section 02, Candice W. Todd 2026-05-14Form 42026-05-180002010651-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
28Section 02, Charles Albert Anderson 2026-05-14Form 42026-05-180001609406-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
29Section 02, David L. Gadis 2026-05-14Form 42026-05-180001838713-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
30Section 02, David J. Hartzell 2026-05-14Form 42026-05-180001455394-26-000002Insider equity transaction reported since the proxy statement. Filing ↗
31Section 02, Jeffrey Miller 2026-06-18Form 42026-06-180001394121-26-000006Insider equity transaction reported since the proxy statement. Filing ↗
32Section 06, 2026 voteForm 8-K2026-05-120000921082-26-000038Item 5.07 · say-on-pay result. As reported: 97.85% (votes for as printed: 93,787,107). Filing ↗
33Section 06, 2025 voteForm 8-K2025-05-130000921082-25-000026Item 5.07 · say-on-pay result. As reported: 95.36% (votes for as printed: 91,048,929). Filing ↗
34Section 06, 2024 voteForm 8-K2024-05-140000921082-24-000022Item 5.07 · say-on-pay result. As reported: 93.77% (votes for as printed: 86,373,663). Filing ↗
35Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
36Section 03b vehicle mix (computed)ComputedcomputedRSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
37Section 09b board cost (computed)ComputedcomputedCash 550,880 + equity 559,248 + all other 42,684 = 1,152,812, summed across the director compensation table rows.machine: formula: Σ = 1,152,812
38Cousins Properties Incorporated, Section 10b CEO totalDEF 14A2026-03-180000025232-26-000031CEO total compensation as printed in Cousins Properties Incorporated's own proxy. As printed: 8,688,925. Filing ↗machine: r2 · c6 · span 1749369–1749379
39COPT Defense Properties, Section 10b CEO totalDEF 14A2026-03-300000860546-26-000017CEO total compensation as printed in COPT Defense Properties's own proxy. As printed: 7,582,340. Filing ↗machine: t88 · r2 · c25 · span 765245–765254
40Kilroy Realty Corporation, Section 10b CEO totalDEF 14A2026-04-090001193125-26-149727CEO total compensation as printed in Kilroy Realty Corporation's own proxy. As printed: 7,072,527. Filing ↗machine: r4 · c27 · span 996331–996340
41Brandywine Realty Trust, Section 10b CEO totalDEF 14A2026-04-070001193125-26-145566CEO total compensation as printed in Brandywine Realty Trust's own proxy. As printed: 5,812,631. Filing ↗machine: t214 · r4 · c24 · span 3086750–3086759
42Piedmont Realty Trust, Inc., Section 10b CEO totalDEF 14A2026-03-180001174947-26-000393CEO total compensation as printed in Piedmont Realty Trust, Inc.'s own proxy. As printed: 5,757,342. Filing ↗machine: r1 · c6 · span 848772–848781
43Highwoods Properties, INC. (subject), Section 10b CEO totalDEF 14A2026-03-270000921082-26-000030CEO total compensation as printed in Highwoods Properties, INC.'s own proxy. As printed: 5,124,352. Filing ↗machine: t16 · r2 · c3 · span 333023–333032
44Hudson Pacific Properties, Inc., Section 10b CEO totalDEF 14A2026-04-230001104659-26-047885CEO total compensation as printed in Hudson Pacific Properties, Inc.'s own proxy. As printed: 2,766,883. Filing ↗machine: t204 · r7 · c14 · span 1248681–1248690
45City Office REIT, Inc., Section 10b CEO totalDEF 14A2025-03-120001193125-25-052437CEO total compensation as printed in City Office REIT, Inc.'s own proxy. As printed: 2,326,635. Filing ↗machine: r2 · c22 · span 458462–458471
46Section 10a, COPT Defense Properties reciprocityDEF 14A0000860546-26-000017COPT Defense Properties names Highwoods Properties, INC. in its own disclosed peer group (read from its most recent proxy). Filing ↗
47Section 10a, Cousins Properties Incorporated reciprocityDEF 14A0000025232-26-000031Cousins Properties Incorporated names Highwoods Properties, INC. in its own disclosed peer group (read from its most recent proxy). Filing ↗
48Section 10a, Hudson Pacific Properties, Inc. reciprocityDEF 14A0001104659-26-047885Hudson Pacific Properties, Inc. names Highwoods Properties, INC. in its own disclosed peer group (read from its most recent proxy). Filing ↗
49Section 10a, Piedmont Realty Trust, Inc. reciprocityDEF 14A0001174947-26-000393Piedmont Realty Trust, Inc. names Highwoods Properties, INC. in its own disclosed peer group (read from its most recent proxy). Filing ↗
50Section 10a, Kilroy Realty Corporation reciprocityDEF 14A0001193125-26-149727Kilroy Realty Corporation names Highwoods Properties, INC. in its own disclosed peer group (read from its most recent proxy). Filing ↗
51Section 10a, Brandywine Realty Trust reciprocityDEF 14A0001193125-26-145566Brandywine Realty Trust names Highwoods Properties, INC. in its own disclosed peer group (read from its most recent proxy). Filing ↗