Camden Property Trust DEF 14A, filed Mar 25, 2024

Camden Property Trust (CPT)

DEF 14A 2024-03-25 For: 2023-12-31

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Added on June 12, 2026

About this DEF 14A

Camden Property Trust filed this DEF 14A on March 25, 2024.

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TABLE OF CONTENTS
Notice of Annual Meeting of Shareholders	1	Company's Compensation Philosophy	34
PROXY SUMMARY	2	Determination of Compensation	35
Meeting Agenda and Voting Recommendations	2	Elements of Total Annual Direct Compensation	36
Trust Manager Nominee Highlights	3	2023 Compensation Decisions	42
Human Capital Matters	4	Policy Regarding the Recoupment of Certain Compensation	43
Sustainability Commitment	5
Governance Highlights	6	Insider Trading Policy	43
2023 Business Highlights	6	Deferred Compensation Plans and Termination Payments	43
Key Points on Our Executive Compensation Program	8
Key Compensation Practices	8	Employment Agreements	44
PROPOSAL 1 - ELECTION OF TRUST MANAGERS	9	Compensation Policies and Practices Relating to Risk Management	44

GOVERNANCE OF THE COMPANY	17	Compensation Tables	46
Board Independence	17	Summary Compensation Table	46
Board Oversight of Risk	17	Grant of Plan Based Awards	48
Board Oversight of Human Capital Management	18	Employment Agreements	49
Board Oversight of Corporate Responsibility	18	Outstanding Equity Awards at Fiscal Year-End	49
Board Leadership Structure	19	Stock Vested - Fiscal 2023	50
Executive Sessions	20	Non-Qualified Deferred Compensation	50
Board Meetings and Board Committees	21	Potential Payments Upon Termination or Change in Control	52
Additional Governance Matters	22
Guidelines on Governance and Codes of Ethics	22	CEO Compensation Pay Ratio	54
Communication with the Board	23	Pay Versus Performance	54
Share Ownership Guidelines	23	Equity Compensation Plans	58
Short Selling and Hedging and Pledging Prohibitions	23	PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	59
BOARD COMPENSATION	24
EXECUTIVE OFFICERS	27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	28	AUDIT COMMITTEE INFORMATION	59
		Report of the Audit Committee	59
PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION	31	Independent Registered Accounting Firm Fees	60
		Pre-Approval Policies and Procedures	61
EXECUTIVE COMPENSATION	32	INFORMATION ABOUT VOTING AND THE ANNUAL MEETING	62
Compensation Committee Report	32
Compensation Committee Interlocks and Insider Participation	32	SHAREHOLDER PROPOSALS AND TRUST MANAGER NOMINATIONS	65

Compensation Discussion and Analysis Overview	33	Appendix A - Non-GAAP Financial Measures - Definitions and Reconciliations	66
Pay for Performance	33
Key Executive Compensation Performance Metrics of Achievement	34

The Board of Trust Managers of Camden Property Trust (the “Company” or “Camden”) is soliciting proxies to be used at our annual meeting. The proxy materials are first being sent on or about March 25, 2024 to all shareholders of record as of March 15, 2024, which is the record date for the annual meeting. The complete mailing address of the Company's executive offices is 11 Greenway Plaza, Suite 2400, Houston, Texas 77046.


ANNUAL MEETING PROPOSALS
						Board Recommends

PROPOSAL 1 Elect 10 Trust Managers to hold office for a one-year term						ü FOR See Page 9

PROPOSAL 2 Hold an advisory vote on executive compensation						ü FOR See Page 31

PROPOSAL 3 Ratify Deloitte & Touche as our independent registered public accounting firm for 2024						ü FOR See Page 59

Other matters will be transacted as may properly come before the 2024 annual meeting of shareholders.

Proxy Voting Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we urge you to submit your proxy or voting instructions as soon as possible to ensure your shares are represented at the Annual Meeting. If you vote at the Annual Meeting, your proxy or voting instructions will not be used.

Beneficial Owners If you own common shares held in the name of a broker, bank, or other agent at the close of business on March 15, 2024, please follow the instructions they provide on how to vote your shares. Alternatively, you may vote by telephone or over the Internet if permitted by your bank, broker, or other agent.
Please contact Investor Relations at (800) 922-6336 or (713) 354-2787 with any questions or if you have any technical difficulties or trouble accessing the virtual meeting, or if you are unable to locate your control number.

By Order of the Board of Trust Managers,
/s/ Joshua L. Lebar
Joshua L. Lebar Senior Vice President-General Counsel and Secretary March 25, 2024

Important Notice Regarding Availability of Proxy Materials The proxy statement and annual report to shareholders are available at www.proxyvote.com and in the Investors' section of our website at www.camdenliving.com under “SEC Filings” of the Financials section.


LOGISTICS
¿			Date and Time Friday, May 10, 2024 at 9:00 a.m. Central Time
¶			Record Date Friday, March 15, 2024
:			Place Our Annual Meeting will be a virtual meeting of shareholders. To participate, vote or submit questions during the Annual Meeting via live webcast, please visit: virtualshareholdermeeting.com/ CPT2024 and enter the control number found on your proxy card, voting instruction form or notice you may have previously received
*			Mailing Date The proxy materials are first being sent on or about March 25, 2024

HOW TO VOTE
Shareholders of Record
8			By Internet www.proxyvote.com virtualshareholdermeeting.com/ CPT2024
(			By Telephone 1-800-690-6903 (Toll free)
+			By Mail Complete your proxy card and cast your vote by pre-paid postage


Item 2			Advisory Vote to Approve Executive Compensation
ü The Board of Trust Managers recommends that you vote FOR this proposal. See page 31 for further information. We are asking shareholders to vote, in an advisory manner, to approve the executive compensation of our Named Executive Officers ("NEOs") as described in the sections titled “Compensation Discussion and Analysis” beginning on page 33, the 2023 Summary Compensation Table on page 46, the accompanying compensation tables and the related narrative disclosures.


Item 3			Ratification of Independent Registered Public Accounting Firm
ü The Audit Committee of the Board of Trust Managers recommends that you vote FOR this proposal. See page 59 for further information. We are asking shareholders to ratify the Audit Committee’s appointment of Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm for 2024. Information on fees paid to Deloitte in 2022 and 2023 can be found on page 60.


HUMAN CAPITAL MATTERS We strive to differentiate ourselves by our culture and talent. How we manage our human capital is critical to how we deliver on our strategy and create sustained growth and value for our shareholders. Through each of our core values, Camden's purpose is to improve the lives of its team members, customers and shareholders one experience at a time. We recognize a great culture is foundational to the success of this vision. Key Human Capital Components A Great Workplace Camden is committed to creating a working environment that fosters the well-being, health, and happiness of all associates. Our team members are given meaningful opportunities to provide feedback and effect change. 95% of our employees say Camden is a Great Place to Work. Diversity, Equity, & Inclusion We believe a great workplace fosters an environment where all employees can thrive and grow, and where differences are both encouraged and celebrated. Camden has taken an intentional approach and has established a Diversity, Equity & Inclusion “DEI” Council, which is chaired by our Chairman of the Board and CEO and drives this core value, with the oversight of the Nominating, Corporate Governance, and Sustainability Committee of our Board. Additionally, we publish our latest EEO-1 workforce diversity data on our Investor's section of the Camdenliving.com website. Each of our team members brings unique skills, experiences, and perspectives to Camden. We are committed to fostering an environment where all are welcome and encouraged to succeed. We embrace all team members as full and valued members of the organization. Together we innovate, collaborate, and deliver consistently strong business results. Our continued commitment to furthering DEI initiatives has resulted in our workforce reflecting a broad base of talent, with true diversity amongst our team members.
						2023 NOTABLE RECOGNITIONS
						Camden has been recognized as one of the best places to work both nationally and in many of our major markets. Our team members strive to achieve excellence every day and exhibit true teamwork in all they do.
						#33 - FORTUNE 100 Best Companies to Work For® 2023
						#1 - FORTUNE Best Workplaces in Real Estate™ 2023
						#3 - FORTUNE Best Workplaces in Texas™ 2023
						#84 - PEOPLE® Companies that Care 2023
						#99 - Fortune Best Workplaces for Women 2023
						#393 - Newsweek America's Most Responsible Companies

Compensation & Benefits Camden has formal programs and benefits designed to retain team members and provide support as they navigate their personal and professional lives. To ensure we maintain our commitment to team members and compensation objectives, we participate in regular compensation and benefits surveys to see how we compare to other companies in our industry. Camden devotes a significant portion of its compensation resources to providing high-quality health benefits. Training and Development One of our most cherished mantras is “Never Stop Learning.” We encourage team members to discover their strengths and cultivate new interests. We offer tuition assistance to team members working to earn industry designations from various organizations and also support team members who continue their education at an accredited educational institution through our Education Assistance Program.						CAMDEN CORE VALUES
						Customer Focused
						People Driven
						Team Players
						Lead by Example
						Results Oriented
						Work Smart
						Always do the Right Thing
						Act with Integrity
						Have Fun


Community Engagement We have a passion for community service and giving back to the neighborhoods and cities in which we live and work. Camden’s volunteer spirit brings communities together and supports our goal to create Living Excellence. We established our Camden Cares program to provide assistance to charitable organizations through donations and volunteer hours, and we strive to have a positive impact on those around us. Our efforts focus on hunger and housing-related causes, as well as supporting community crisis centers, food banks, schools, animal shelters, and the environment.


			•Reducing our energy usage and waste volumes, which in turn reduce our greenhouse gas emissions and carbon footprint
			•Conserving water through active monitoring and reuse
			•Evaluating renewable energy sources, both onsite and offsite
			•Validating our green building methods through certification
			•Recognizing climate change and resiliency


			•Procure 15% of electricity for common areas from renewable sources - Target Reached
			•Reduce common area GHG emissions by 15%
			•Reduce common area energy use by 15%
			•Reduce common area water use by 15%
			•Reduce landfill-bound waste by 15%


			•Completed third-party data verification of 2022 environmental data
			•Continued to develop sustainable communities by completing two communities in 2023 certified Silver by the National Green Building Standard (NGBS)
			•Additionally, we have recently updated our Human Rights Policy, which is publicly available on our Investors' section of the Camdenliving.com website
			•Began development of our full greenhouse gas emissions inventory to develop and evaluate Science Based Targets


The Board, through the Nominating, Corporate Governance, and Sustainability Committee, oversees Camden's corporate responsibility strategies and initiatives. See page 18 for information regarding the Board's oversight of corporate responsibility matters, including sustainability.


•10 Trust Manager Nominees			•Independent Audit; Compensation; and Nominating, Corporate Governance, and Sustainability Committees
•8 of 10 Trust Manager Nominees are independent
•Annual Election of Trust Managers by Majority Vote			•Regular Executive Sessions of Independent Trust Managers
•Commitment to Board refreshment (since 2017, four new Trust Managers have joined)
			•Risk Oversight by Full Board and Committees
•Prohibition on Trust Managers Seeking Re-Election after age 75			•Anti-Hedging Policy
			•Anti-Pledging Policy
•Robust Trust Manager Nominee Selection Process			•Robust Share Ownership Guidelines
•Lead Independent Trust Manager			•Bylaws Include Proxy Access Nominating Provisions
•Regular Trust Manager Performance Assessment


l			Delivered Funds From Operations (“FFO”)1 and Core FFO1 of $6.78 per share and $6.82 per share, respectively, for the twelve months ended December 31, 2023 as compared to our initial guidance range of $6.70 to $7.00 per share.
l			Delivered 2023 Same Property Net Operating Income (“NOI”)1 growth of approximately 4.3% as compared to our initial guidance range of 3.5% to 6.5%., and Same Property Revenue growth of approximately 5.1% as compared to our initial guidance range of 4.1% to 6.1%.
l			Achieved an annualized Net Debt/Adjusted earnings before interest, taxes, depreciation, and amortization for Real Estate (“EBITDAre”)1 of approximately 4.1x, which was better than our target of 5.0x.
l			Delivered a weighted average first stabilized year yield of approximately 4.47% compared to our proforma yield of 4.46% on our 2022 Fund acquisition and three new developments representing a total investment of $2.5 billion.


FFO (in millions)			NOI (in millions)			Net Debt/Adjusted EBITDA Ratio			CEO Total Compensation (in millions)


Key Points on Executive Compensation Program:			Key Compensation Practices:
•Our Named Executive Officers’ annual incentives are directly tied to the achievement of pre-established corporate and individual performance objectives. In 2023, payouts for our executives were 101% of the target annual incentive level, displaying alignment with actual performance, as discussed in the section "Annual Incentives," beginning on page 37. •All of our Named Executive Officers elected to receive 50% of their 2023 bonus in shares and the majority of their compensation opportunity is tied to share price growth, which we believe directly ties their financial interests to those of our shareholders.			•Classify a significant portion of our Named Executive Officers' total pay as equity awards to promote retention and tie the value of these awards to future Company share price performance
			•Use pre-determined objectives to help determine Named Executive Officer compensation
			•Apply sizable share ownership guidelines for Named Executive Officers
			•Prohibit Named Executive Officers from hedging their Company shares, which precludes entering into any derivative transaction on Company shares (e.g., short sale, forward, option, or collar)
			•Generally prohibit Named Executive Officers from holding Company shares in a margin account or pledging Company shares as collateral for a loan
			•In-depth review of CEO's and other Named Executive Officers' goals and performance by an independent Compensation Committee made up of members of the Company's Board of Trust Managers
			•Utilize an independent compensation consultant
			•Subject cash incentives and equity awards to clawback and forfeiture provisions


The Nominating, Corporate Governance, and Sustainability Committee of the Board nominated each of the current Trust Managers for reelection at the annual meeting, and the Board recommends you vote FOR each of the following nominees.		ü The Board recommends you vote FOR each of the nominees listed.
•Richard J. Campo	•Renu Khator
•Javier E. Benito	•D. Keith Oden
•Heather J. Brunner	•Frances Aldrich Sevilla-Sacasa
•Mark D. Gibson	•Steven A. Webster
•Scott S. Ingraham	•Kelvin R. Westbrook


	Richard J. Campo
	Age: 69 Trust Manager since: 1993	Committees: Executive (Chair)
	Current Directorships •None Past Directorships •None in the past five years

Professional Experience and Education: Mr. Campo has been Chairman of the Board and CEO of Camden since 1993. He co-founded Camden’s predecessor companies in 1982, and prior to that worked in the finance department of Century Development Corporation. Mr. Campo holds a Bachelor’s Degree in Accounting from Oregon State University. Qualifications: Mr. Campo was nominated to serve on our Board because of his extensive financial and commercial real estate experience, and his knowledge of Camden as a co-founder and longtime Trust Manager. He has proven leadership ability and strong skills in corporate finance, capital markets, strategic planning, mergers and acquisitions, and other public company matters. In addition, his experience in serving as a director of private and not-for-profit companies has provided him with expertise in corporate governance.


	Javier E. Benito INDEPENDENT
	Age: 61 Trust Manager since: 2022	Committees: Audit
	Current Directorships • None Past Directorships • None

Professional Experience and Education: Mr. Benito has been a Trust Manager since 2022. Mr. Benito currently serves as General Manager KFC Latin America and the Caribbean of Yum! Brands, Inc., a global restaurant corporation primarily operating the company’s brands – KFC, Pizza Hut and Taco Bell. He previously served as Chief Strategy Officer from 2013 to 2014, Managing Director of European Franchise Business and Russia from 2010 – 2013, and Executive Vice President and Chief Marketing Officer KFC USA from 2008 to 2010. Prior to that, Mr. Benito served as Executive Vice President and Chief Marketing Officer of Starwood Hotels and Resorts from 2005 to 2007, and served in various executive roles with the Coca-Cola Company from 1994 to 2005 and the Procter & Gamble Company from 1987 to 1994. Mr. Benito holds a Bachelor’s Degree in Economics from the University of California – San Diego and an MBA from the University of Chicago. Qualifications: Mr. Benito was nominated to serve on our Board because of his extensive marketing experience and financial knowledge. In addition, his previous experience serving in executive roles, including Chief Strategy Officer and Chief Marketing Officer, has provided him with expertise in the area of corporate governance.


	Heather J. Brunner INDEPENDENT
	Age: 55 Trust Manager since: 2017	Committees: Audit (Chair)
	Current Directorships •None Past Directorships •None in the past five years

Professional Experience and Education: Ms. Brunner has been Chairwoman and Chief Executive Officer of WP Engine, Inc., a private cloud content management services company, since October 2013, and served as its Chief Operating Officer from May 2013 to October 2013. From 2009 through May 2013, she served as Chief Operating Officer of Bazaarvoice, a market leader in commerce solutions. Prior to that, Ms. Brunner served as Senior Vice President of Bazaarvoice, Chief Executive Officer of Nuvo, a wholly owned subsidiary of Trilogy, and Chief Operating Officer for B-Side Entertainment, a privately funded entertainment technology company. Prior to that, she held a variety of other management roles at Coremetrics, Trilogy, Concero, Oracle and Accenture. Ms. Brunner holds a Bachelor’s Degree in International Economics from Trinity University. Qualifications: Ms. Brunner was nominated to serve on our Board because of her extensive experience in technology and innovation, and her strong skills in operations and client services. She has substantial executive and leadership experience, and her roles as CEO and COO at various companies has provided her expertise in the area of corporate governance.


	Mark D. Gibson INDEPENDENT
	Age: 65 Trust Manager since: 2020	Committees: Audit
	Current Directorships •None Past Directorships •HFF, Inc. (2006-2019)

Professional Experience and Education: Mr. Gibson currently serves as Chief Executive Officer, Capital Markets, Americas of Jones Lang LaSalle, Inc., a real estate services and investment management firm. He previously served as Executive Managing Director, Vice Chairman and Chief Executive Officer of HFF, Inc. (formerly Holliday Fenoglio & Company and acquired by Jones Lang LaSalle in 2019) from 2014 to 2019, and he served as Director and Vice Chairman from 2006 to 2014. Prior to that, Mr. Gibson was a founding partner of HFF LP and served as the company’s Executive Managing Director from 2003 to 2006 and Co-Head, Dallas Office and Senior Vice President from 1993 to 2010. Mr. Gibson received his Bachelor of Business Administration from University of Texas at Austin. Qualifications: Mr. Gibson was nominated to serve on our Board because of his extensive experience in the real estate industry, having previously served as Chairman of both the Texas Real Estate Council of Dallas, as well as the UT Real Estate Finance and Investment Center. As Mr. Gibson is routinely involved in large-scale public company M&A activity, he has keen insight on business and strategic outlooks. He has considerable executive and leadership experience, and his position as CEO and Vice Chairman at a prior public company has provided him expertise in corporate governance.


	Scott S. Ingraham INDEPENDENT
	Age: 70 Trust Manager since: 1998	Committees: Compensation Nominating, Corporate Governance, and Sustainability Executive
	Current Directorships •Kilroy Realty, Inc. (office property REIT) Past Directorships •RealPage, Inc. (property management software) (2012 - 2021)

Professional Experience and Education: Mr. Ingraham is the co-owner of Zuma Capital, a firm engaged in private equity and angel investing. He was the co- founder, Chairman and CEO of Rent.com, an Internet-based residential real estate site, from 1999 until 2005 when it was sold to eBay. Mr. Ingraham previously served as the President and CEO of Oasis Residential, Inc., a public apartment REIT, working there from 1992 until the company’s merger with Camden Property Trust in 1998. Prior to 1992, he worked in the areas of real estate finance, mortgage, and investment banking. Mr. Ingraham holds a Bachelor’s Degree in Business Administration from the University of Texas at Austin. Qualifications: Mr. Ingraham was nominated to serve on our Board because of his extensive financial, REIT, and commercial real estate knowledge. In addition, his experience in serving as both an executive and a director of other public and private companies has provided him with expertise in corporate governance.


	Renu Khator INDEPENDENT
	Age: 68 Trust Manager since: 2017	Committees: Compensation (Chair)
	Current Directorships •The PNC Financial Services Group, Inc. Past Directorships •None in the past five years

Professional Experience and Education: Dr. Khator has been Chancellor of the University of Houston System and President of the University of Houston since January 2008. She was Provost and Senior Vice President of the University of South Florida from 2003 through 2007. Prior to this date, she served in a variety of roles at the University of South Florida. Dr. Khator holds a Bachelor’s Degree in Liberal Arts from Kanpur University in India, a Master’s Degree in Political Science from Purdue University and a Ph.D in Political Science and Public Administration from Purdue University. Qualifications: Dr. Khator was nominated to serve on our Board because of her considerable experience in education and administration. She has strong skills in communication, international relations, and proven leadership ability. Her experience in serving as a director of several other governmental and private entities has provided her with expertise in corporate governance.


	D. Keith Oden
	Age: 67 Trust Manager since: 1993	Committees: None
	Current Directorships •None Past Directorships •None in the past five years


Professional Experience and Education: Mr. Oden has been Executive Vice Chairman of the Board since July 2019, also serving as President effective December 31, 2021, and a Trust Manager since 1993. Prior to his appointment as Executive Vice Chairman of the Board, he served as President of the Company since 1993. He co-founded Camden’s predecessor companies in 1982, and prior to that served as Director of Financial Planning at Century Development Corporation, and a Management Consultant with Deloitte, Haskins and Sells. Mr. Oden holds both a Bachelor’s Degree in Business Administration and an MBA from the University of Texas at Austin. Qualifications: Mr. Oden was nominated to serve on our Board because of his extensive financial and commercial real estate experience, and his knowledge of Camden as a co-founder and longtime Trust Manager. He has proven leadership ability and strong skills in corporate finance, capital markets, strategic planning, mergers and acquisitions, and other public company matters. In addition, Mr. Oden is a member of the Executive Council of the Center for Real Estate Finance at the University of Texas, serving as an advisor, guest lecturer, and panelist for the faculty and students pursuing their MBAs in real estate finance.



	Frances Aldrich Sevilla-Sacasa INDEPENDENT
	Age: 68 Trust Manager since: 2011	Committees: Nominating, Corporate Governance, and Sustainability (Chair)
	Current Directorships •Callon Petroleum Company or its predecessor (oil and gas exploration and development) •Invitation Homes, Inc. (single-family home rental) Past Directorships •New Senior Investment Group (senior housing REIT) (2021)1 1 Company was acquired in September 2021 1

Professional Experience and Education: Ms. Sevilla-Sacasa is a Private Investor and was CEO of Banco Itaú International, Miami, Florida, from April 2012 to December 2016. She served as Executive Advisor to the Dean of the University of Miami School of Business from August 2011 to March 2012, Interim Dean of the University of Miami School of Business from January 2011 to July 2011, President of U.S. Trust, Bank of America Private Wealth Management from July 2007 to December 2008, President and CEO of US Trust Company from early 2007 until June 2007, and President of US Trust Company from November 2005 until June 2007. She previously served in a variety of roles with Citigroup’s private banking business, including President of Latin America Private Banking, President of Europe Private Banking, and Head of International Trust Business. Ms. Sevilla-Sacasa holds a Bachelor of Arts Degree from the University of Miami and an MBA from the Thunderbird School of Global Management. Qualifications: Ms. Sevilla-Sacasa was nominated to serve on our Board because of her considerable experience in financial services, banking, and wealth management. In addition, her experience as a former President and CEO of a trust and wealth management company, and as a director of other corporate and not-for-profit boards has provided her with expertise in the area of corporate governance.



	Steven A. Webster INDEPENDENT
	Age: 72 Trust Manager since: 1993	Committees: Compensation Nominating, Corporate Governance, and Sustainability
	Current Directorships •Callon Petroleum Company or its predecessor (oil and gas exploration and development) •Oceaneering International, Inc. (subsea engineering) Past Directorships •ERA Group, Inc. (helicopter operations and leasing (2013-2020)

Professional Experience and Education: Throughout his business career, Mr. Webster has been active in both venture capital and later stage investing in energy and other industries. After founding Falcon Drilling Company in 1988, he led its initial public offering in 1995 and subsequent merger with Reading & Bates and Cliffs Drilling, to form one of the world’s leading offshore drilling companies (FLC:NYSE). He served as CEO through 1999 just prior to R&B Falcon’s acquisition by Transocean. Mr. Webster was also a co-founder of Carrizo Oil & Gas (CRZO/NASDAQ), Basic Energy Services (BAS/NYSE), Hercules Offshore (HERO/Nasdaq) and numerous privately-held companies in various industries. Through his career , he has served as Chairman of Carrizo and Basic. Following the sale of R&B Falcon, Mr. Webster joined DLJ Merchant Banking to build its private equity practice in the energy space. From 2005 - 2018, he joined other DLJ Merchant Banking principals to co-found and manage Avista Capital Partners (Avista), a private equity firm focusing on energy and healthcare. Through AEC Partners, a successor to Avista, and individually, Mr. Webster remains active in private equity investment in energy and other industries. Mr. Webster holds an MBA from Harvard Business School, and both a BSIM degree and an honorary Doctorate in Management from Purdue University. Qualifications: Mr. Webster was nominated to serve on our Board because of his extensive financial knowledge and executive experience from his tenure as CEO and/or director of a number of publicly-traded companies. He has strong skills in corporate finance, capital markets, investments, mergers and acquisitions, and complex financial transactions.


	Kelvin R. Westbrook INDEPENDENT
	Age: 68 Trust Manager since: 2008 Lead Independent Trust Manager since: 2017	Committees: Executive
	Current Directorships •Archer-Daniels Midland Company (agribusiness-crop origination and transportation) •T-Mobile USA, Inc. (mobile telecommunications) •The Mosaic Company (agribusiness-crop nutrition)

Professional Experience and Education: Mr. Westbrook has been President and CEO of KRW Advisors, LLC, a privately-held company in the business of providing consulting and advisory services to telecommunications, media, and other industries, since 2007. Prior to that time, he served in a variety of roles at Millennium Digital Media Systems, LLC including Chairman, Chief Strategic Officer, President, and CEO. He previously was President and Chairman of LEB Communications, Inc., and Executive Vice President of Charter Communications. Prior to 1993, he was a Partner in the national law firm of Paul, Hastings, Janofsky & Walker. Mr. Westbrook holds a Bachelor of Arts Degree from University of Washington and a Juris Doctor Degree from Harvard University. Qualifications: Mr. Westbrook was nominated to serve on our Board because of his extensive legal, media, and marketing expertise. He has strong skills in law, corporate finance, mergers and acquisitions, and telecommunications, and substantial executive and leadership experience. In addition, through his service on the boards of directors and board committees of numerous other public companies and not-for-profit entities, Mr. Westbrook has gained in-depth knowledge and expertise in the area of corporate governance.


l			presiding at all meetings of the Board at which the Chairman of the Board is not present;
l			convening, developing the agenda for and presiding at executive sessions of the independent Trust Managers, and taking the lead role in communicating to the Chairman of the Board any feedback, as appropriate;
l			assisting in the recruitment of Board candidates;
l			serving as principal liaison between the independent Trust Managers and the Chairman of the Board;
l			communicating with Trust Managers between meetings when appropriate;
l			consulting with the Chairman of the Board regarding the information, agenda and schedules of the meetings of the Board;
l			monitoring the quality, quantity and timeliness of information sent to the Board;
l			working with committee chairs to ensure committee work is conducted at the committee level and reported to the Board;
l			facilitating the Board’s approval of the number and frequency of Board meetings, as well as meeting schedules to assure there is sufficient time for discussion of all agenda items;
l			recommending to the Chairman of the Board the retention of outside advisors and consultants who report directly to the Board on Board-wide issues;
l			being available, when appropriate, for consultation and direct communication with shareholders and other external constituencies, as needed; and
l			serving as a contact for shareholders wishing to communicate with the Board other than through the Chairman of the Board.



l			monitoring the performance of the Board and developing a high-performing Board by helping the Trust Managers reach consensus, keeping the Board focused on strategic decisions, taking steps to ensure all the Trust Managers are contributing to the work of the Board, and coordinating the work of the Board committees;
l			developing a productive relationship with the Chairman of the Board/CEO and ensuring effective communication between the Chairman of the Board/CEO and the Board; and
l			supporting effective shareholder communications.


Camden Property Trust Board of Trust Managers Met five times in 2023 Richard J. Campo Kelvin R. Westbrook INDEPENDENT LEAD			Primary Responsibilities l Strategic oversight; l Corporate governance; l Shareholder advocacy; and l Risk oversight.

Audit Committee Met five times in 2023 Current Committee Members Heather J. Brunner Javier E. Benito Mark D. Gibson			Primary Responsibilities l Oversee the integrity of the Company’s consolidated financial statements and its compliance with legal and regulatory requirements; l Supervise the Company’s internal audit function; l Oversee the independent registered public accounting firm’s qualifications, independence, and performance; l Appoint and replace the independent registered public accounting firm, approve the engagement fee of such firm, and pre-approve audit services and any permitted non-audit services; l Oversee the performance of cybersecurity and privacy programs; l Oversee risk assessment and risk management guidelines; and l Review, as it deems appropriate, the adequacy of the Company’s systems of disclosure controls and internal controls regarding financial reporting and accounting. Charter Last amended October 25, 2023 Financial Expertise Ms. Brunner and Messrs. Benito and Gibson is each an "audit committee financial expert," as such term is defined in Item 407(d)(5)(ii) of Regulation S-K, based on their expertise in accounting and financial management. Report The Audit Committee Report is set forth beginning on page 59


Compensation Committee Met two times in 2023 Current Committee Members Renu Khator Scott S. Ingraham Steven A. Webster			Primary Responsibilities l Establish the Company’s general compensation philosophy and oversee the Company’s compensation programs and practices; l Review and approve corporate goals and objectives relevant to the compensation of Named Executive Officers, evaluate annually the performance of the Named Executive Officers in light of the goals and objectives, and determine the compensation level of each Named Executive Officer based on this evaluation; l Review and approve any employment, severance, and termination agreements or arrangements to be made with any Named Executive Officer; and l Oversee the administration of the Company’s Policy Regarding the Recoupment of Certain Compensation Payments (or clawback policy). Charter Last amended October 25, 2023 Report The Compensation Committee Report is set forth beginning on page 32

Nominating, Corporate Governance, and Sustainability Committee Met one time in 2023 Current Committee Members Frances Aldrich Sevilla-Sacasa Scott S. Ingraham Steven A. Webster			Primary Responsibilities l Recommend new Trust Managers to serve on the Company's Board; l Select the Trust Manager nominees for election at meetings of shareholders; l Ensure the Board and management are appropriately constituted to meet their fiduciary obligations to the Company’s shareholders and the Company; l Develop and implement policies and processes regarding corporate governance matters, including the review, approval, or ratification of any transactions between the Company and any Trust Manager or executive officer; and l Oversee the programs and initiatives in place supporting the Company's corporate responsibility efforts. Charter Last amended October 25, 2023

Executive Committee No meetings in 2023 Current Committee Members Richard J. Campo Scott S. Ingraham Kelvin R. Westbrook			Primary Responsibilities l Approve the acquisition and disposal of investments and the execution of contracts and agreements, including those related to the borrowing of money, in instances where a full Board meeting is not possible or practical; and l Exercise all other powers of the Trust Managers in instances where a full Board meeting is not possible or practical, except for those which require action by all Trust Managers or the independent Trust Managers under the Company’s declaration of trust or bylaws or under applicable law.


Senior Officers	Annual Base Salary Multiple	Number of Shares
CEO Executive Vice Chairman of the Board and President	6 times	40,500
Executive Vice President	4 times	22,900
Senior Vice President	3 times	13,200


Lead Independent Trust Manager	$	27,500
Chair of the Audit Committee	$	25,000
Chair of the Compensation Committee	$	22,500
Chair of the Nominating, Corporate Governance, and Sustainability Committee	$	19,500
Member of the Audit Committee (other than the Chair)	$	12,500
Member of the Compensation Committee (other than the Chair)	$	10,000
Member of the Nominating, Corporate Governance, and Sustainability Committee (other than the Chair)	$	7,500


Lead Independent Trust Manager	$	35,000
Chair of the Audit Committee	$	30,000
Chair of the Compensation Committee	$	25,000
Chair of the Nominating, Corporate Governance, and Sustainability Committee	$	20,000
Member of the Audit Committee (other than the Chair)	$	12,500
Member of the Compensation Committee (other than the Chair)	$	10,000
Member of the Nominating, Corporate Governance, and Sustainability Committee (other than the Chair)	$	8,000