Cousins Properties Inc DEF 14A, filed Mar 15, 2023

Cousins Properties Inc (CUZ)

DEF 14A 2023-03-15

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Added on June 12, 2026

About this DEF 14A

Cousins Properties Inc filed this DEF 14A on March 15, 2023.

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	Proposal	For More Information	Board Recommendation
Proposal 1	Election of nine nominees named in the proxy statement as Directors, each for a term of one year.	Page 24	For each nominee

Proposal 2	Consideration of an advisory vote to approve executive compensation.	Page 91	For approval

Proposal 3	Consideration of an advisory vote regarding the frequency of future advisory votes on executive compensation.	Page 92	For approval

Proposal 4	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023.	Page 94	For ratification



SCAN	PHONE	MAIL	AT ANNUAL MEETING
You can scan this QR code to vote with your mobile phone. You will need the 16-digit number included in your proxy card, voter instruction form, or notice.	Call 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form, or notice.	Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.	See next page regarding in-person attendance at the Meeting.


07	PROXY SUMMARY
18	GENERAL INFORMATION
24	PROPOSAL 1 - ELECTION OF DIRECTORS
	28	Meetings of the Board of Directors and Director Attendance at Annual Meetings
	28	Director Independence
	29	Board Leadership Structure
	29	Executive Sessions of Independent Directors
	30	Committees of the Board of Directors
	34	Corporate Governance
	34	Board’s Role in Risk Oversight
	36	Board’s Role in Corporate Strategy
	37	Majority Voting for Directors and Director Resignation Policy
	38	Selection of Nominees for Director
	39	Management Succession Planning
	39	Board Refreshment and Board Succession Planning
	39	Board and Committee Evaluation Process
	40	Hedging, Pledging, and Insider Trading Policy
	40	Stockholder Engagement and Outreach
	40	Sustainability & Corporate Responsibility

45	EXECUTIVE COMPENSATION
	45	Compensation Discussion & Analysis
	45	Executive Summary
	49	Compensation Practices
	51	Say-on-Pay Results
	51	Compensation Philosophy and Competitive Positioning
	51	Compensation Review Process
	52	Role of Management and Compensation Consultants
	53	Components of Compensation
		54	Base Salary
		54	Annual Incentive Cash Award
		61	Long-Term Incentive Equity Awards
		63	LTI Grant Practices
		65	Other Compensation Items
	66	Benefits and Perquisites
	67	Incentive-Based Compensation Recoupment or “Clawback” Policy
		67	Stock Ownership Guidelines and Stock Holding Period


	68	Severance Policy, Retirement, and Change in Control Agreements
	70	Tax Implications of Executive Compensation
	70	Assessment of Compensation-Related Risks
	71	Committee Report on Compensation
72	SUMMARY COMPENSATION TABLE FOR 2022
74	GRANT OF PLAN-BASED AWARDS IN 2022
76	OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END
78	STOCK VESTED IN 2022
79	POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT, OR CHANGE IN CONTROL

83	PAY VS PERFORMANCE
85	CEO PAY RATIO
87	DIRECTOR COMPENSATION
	88	2022 Compensation of Directors
89	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

89	EQUITY COMPENSATION PLAN INFORMATION
91	PROPOSAL 2 - ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

92	PROPOSAL 3 - ADVISORY APPROVAL OF FREQUENCY OF FUTURE ADVISORY APPROVALS OF EXECUTIVE COMPENSATION


94	PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


	94	Summary of Fees to Independent Registered Public Accounting Firm

96	REPORT OF THE AUDIT COMMITTEE
98	CERTAIN TRANSACTIONS
98	SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

98	FINANCIAL STATEMENTS
99	STOCKHOLDERS PROPOSALS FOR 2024 ANNUAL MEETING OF STOCKHOLDERS

99	EXPENSES OF SOLICITATION
99	INFORMATION ABOUT VOTING AND THE MEETING

102	STOCK OWNERSHIP
104	APPENDIX A



43	91%	34	15
LEED® Certified Buildings	ENERGY STAR Certification	BOMA 360 Certified Buildings	Fitwel® Certified Buildings


33%	Board of Directors	33% of our Board are women, including the Chair of our Audit Committee. In addition, minorities represent 11% of our Board.

33%	Executive Management Team	We have many women in key leadership roles, including the EVP & General Counsel, the EVP & Chief Investment Officer, and an SVP & Associate General Counsel. 33% of our executive management team are women.

48%	Supervisors	As of December 31, 2022, 48% of the supervisors at the Company were women.

5+	Years Employee Tenure	As of December 31, 2022, the average tenure for all 286 employees was more than five years, and the average tenure of the executive team was 12 years.

40%	Female Workforce	As of December 31, 2022, women represented 40% of our workforce.

42%	Diverse Workforce	As of December 31, 2022, minorities represented 42% of our workforce. In addition, 26% of the supervisors self-identified as a minority.


									FOR MORE INFORMATION

						Diverse Board of Directors and commitment to diversity			Pages 11 and 42

						Independent Chair of the Board			Page 29

						Annual election of all Directors			Page 16

						Majority voting standard for Director elections			Page 37

						No shareholder rights plan or “poison pill”			Page 34

						Compensation clawback policy			Page 67

						Policy against tax “gross-ups” for executives			Page 69

						Robust share ownership requirements			Page 67

						Holding periods for executive and director stock awards			Page 67

						Cap on incentive award payouts			Page 57

						Year-round shareholder engagement			Page 40

						Anti-hedging and anti-pledging policies			Page 40


Date and Time			Location

APRIL 25, 2023			IN PERSON
12:00 P.M.			6000 E. CAMELBACK RD
LOCAL TIME			SCOTTSDALE, ARIZONA 85251


Record Date			Voting

February 24,			Holders of our common stock are entitled to one vote per share.
2023


WHO IS ENTITLED TO VOTE?
Holders of our common stock at the close of business on February 24, 2023 are entitled to receive notice of the meeting and to vote at the meeting and any postponements or adjournments of the meeting. February 24, 2023 is referred to as the record date.

TO HOW MANY VOTES IS EACH SHARE OF COMMON STOCK ENTITLED?
Holders of our common stock are entitled to one vote per share.


Name			Independent
Charles T. Cannada			ü

Robert M. Chapman			ü

M. Colin Connolly*

Scott W. Fordham			ü

Lillian C. Giornelli			ü

R. Kent Griffin, Jr.			ü

Donna W. Hyland			ü

Dionne Nelson			ü

R. Dary Stone			ü


Members*		The Audit Committee’s responsibilities include:

Donna W. Hyland (Chair)	>	providing oversight of the integrity of the Company’s financial statements, the Company’s accounting and financial reporting processes, and the Company’s system of internal controls;
Charles T. Cannada
Lillian C. Giornelli	>	sole authority to appoint, retain, or terminate our independent registered public accounting firm;
Dionne Nelson
	>	reviewing the independence of the independent registered public accounting firm;
Number of Meetings in 2024: 4	>	reviewing the audit plan and results of the audit engagement with the independent registered public accounting firm;
Financial Expertise:	>	reviewing the scope and results of our internal auditing procedures, risk assessment, and the adequacy of our financial reporting controls;
Our Board determined that Mmes. Hyland and Nelson and Mr. Cannada each qualify as an “audit committee financial expert” as that term is defined in the rules of the SEC.	>	considering the reasonableness of and, as appropriate, approving the independent registered public accounting firm’s audit and non-audit fees;
	>	reviewing, approving, or ratifying related party transactions;
	>	providing oversight of our cyber risk management; and
	>	performing such other oversight functions as may be requested by our Board of Directors from time to time.
		Each member of the Audit Committee is independent within the meaning of the regulations promulgated by the SEC, the listing standards of the NYSE, and our Director Independence Standards. All of the members of the Audit Committee are financially literate, and three of the four members are financial experts, all in accordance with the meaning of the SEC regulations, the listing standards of the NYSE, and the Company’s Audit Committee Charter. For additional disclosures regarding the Audit Committee, including the Audit Committee Report, see “Proposal 4: Ratification of Appointment of the Independent Registered Public Accounting Firm” beginning on page 94.


Members*		The Compensation Committee’s responsibilities include:

R. Kent Griffin, Jr. (Chair)	>	overseeing the administration of the Company’s compensation programs, including setting and administering our executive compensation;
Charles T. Cannada
Donna W. Hyland	>	overseeing the administration of our incentive compensation plans and equity-based plans;

Number of Meetings in 2022: 5	>	reviewing and approving those corporate goals and objectives that are relevant to the compensation of the Chief Executive Officer (the “CEO”) and all other executive officers, and evaluating the performance of the CEO and the other executive officers in light of those goals and objectives;
	>	reviewing our incentive compensation arrangements to confirm that incentive compensation does not encourage excessive risk-taking, and periodically considering the relationship between risk management and incentive compensation;
	>	reviewing and making recommendations to the full Board of Directors regarding the compensation of non-employee Directors;
	>	consider results of stockholder advisory vote on executive compensation;
	>	review and discuss with management the compensation discussion and analysis, and recommend to our Board whether it be included in the annual proxy statement;
	>	oversight of all human capital management, including culture, diversity, inclusion, talent acquisition, retention, employee satisfaction, engagement, and succession planning; and
	>	performing such other functions and duties deemed appropriate by our Board of Directors.
		None of the members of the Compensation Committee is an employee of Cousins Properties and each of them is an independent director under the NYSE rules. Each of the members of the CSNG Committee (which continued through April 26, 2022) were also independent directors under the NYSE rules. The Compensation Committee makes all compensation decisions for all executive officers. The Compensation Committee reviews and approves all equity awards for all employees and delegates limited authority to the CEO to make equity grants to employees who are not executive officers. The Compensation Committee has retained Ferguson Partners Consulting (together with its predecessors, “FPC”), an independent human resources consulting firm, since 2014 to provide advice regarding executive compensation, including for our NEOs listed in the compensation tables in this proxy statement. FPC advised the Compensation Committee with respect to compensation trends, best practices, and plan design, including among REITs and the broader market. FPC provided the Compensation Committee with relevant market data, advice regarding the interpretation of such data, and alternatives to consider when making decisions regarding executive compensation, including for our executive officers. Information concerning the nature and scope of FPC’s assignments and related disclosure is included under “Compensation Discussion and Analysis” beginning on page 45. The Compensation Committee Report is included in this proxy statement on page 71.
* Through April 26, 2022, the duties of the Compensation Committee were housed with the CSNG Committee, which was comprised of Mmes. Hyland and Giornelli, and Messrs. Cannada and Griffin (Chair).


Members*		The Nominating Committee’s responsibilities include:

R. Dary Stone (Chair)	>	identifying individuals qualified to become Board members, consistent with criteria established by the Nominating Committee, and recommending to the Board director nominees for election at each annual meeting of stockholders;
R. Kent Griffin, Jr.
Lillian C. Giornelli	>	recommending to the Board the directors for appointment to its committees;
	>	establishing a policy with regard to the consideration by the Nominating Committee of director candidates recommended by a stockholder;
Number of Meetings in 2022: 4	>	establishing procedures to be followed by stockholders submitting such recommendations and establishing a process for identifying and evaluating nominees for our Board of Directors, including nominees recommended by stockholders;

	>	making recommendations regarding composition and size of the Board, together with coordination of succession planning by the Board of Directors;
	>	considering results of stockholder advisory vote on executive compensation;
	>	overseeing the annual Board and committee evaluation process;

	>	reviewing and recommending to the Board corporate governance principles and policies that should apply to the Company;
	>	reviewing codes of conduct and enforcement procedures in place at least annually; and
	>	performing such other functions as may be requested by our Board of Directors from time to time.
		The Nominating Committee is also responsible for annually reviewing our Corporate Governance Guidelines and recommending any changes to our Board of Directors. A copy of the Corporate Governance Guidelines is available on the Investor Relations page of our website at www.cousins.com. Each member of the Nominating Committee is an independent director under the NYSE rules. Each of the members of the CSNG Committee (which continued through April 26, 2022) were also independent directors under the NYSE rules.
* Through April 26, 2022, the duties of the Nominating Committee were housed with the CSNG Committee, which was comprised of Mmes. Hyland and Giornelli, and Messrs. Cannada and Griffin (Chair).


Members		The Sustainability Committee’s responsibilities include:

Scott W. Fordham (Chair)	>	reviewing and sharing real estate industry sustainability best practices;
M. Colin Connolly	>	working with our Board and management to establish environmental performance goals (energy, emissions, water, and waste), and initiatives related to climate action and resilience;
Dionne Nelson
R. Dary Stone
	>	monitoring and evaluating the Company’s progress in achieving its sustainability goals and commitments, as well as relevant independent environmental, sustainability objectives, and its strategy;
Number of Meetings in 2022*: 4	>	reporting to and advising our Board as appropriate on the Company’s sustainability objectives and its strategy;
	>	periodically reviewing legal, regulatory, and compliance matters that may have a material impact on the implementation of the Company’s sustainability objectives, and making recommendations to our Board and management, as appropriate, with respect to the Company’s response to such matters;
	>	assisting our Board in fulfilling its oversight responsibility by identifying, evaluating, and monitoring the environmental and climate trends, issues, risks, and concerns that affect or could affect the Company’s business activities and performance;
* Through April 26, 2022, the duties of the Sustainability Committee were housed with the CSNG Committee, which was comprised of Mmes. Hyland and Giornelli, and Messrs. Cannada and Griffin (Chair).	>	advising our Board on significant stakeholder concerns related to sustainability; and
	>	performing such other functions as may be requested by our Board of Directors from time to time.
		The Sustainability Committee is also responsible for reviewing and providing oversight regarding our annual ESG reports, which can be found at cousins.com/esg-reports.


Members		The Executive Committee’s responsibilities include:

Robert M. Chapman (Chair)	>	exercising all powers of the Board in the management of our business and affairs, except for those powers expressly reserved to the Board;
M. Colin Connolly
R. Kent Griffin Donna W. Hyland	>	previous delegations include approving adjustments to the Board-approved minimum disposition price and maximum acquisition price for a real estate asset;

Number of Meetings in 2022: 0	>	previous delegations also include acting as a pricing committee in connection with public stock issuances.
		Our Board believes that its duties are best exercised through discussion and participation by all members of the full Board. Accordingly, the Executive Committee rarely exercises its delegated powers, with action commonly limited to circumstances where the full Board has approved broad corporate action and delegated narrower, specific authority to the Executive Committee. For example, the Executive Committee has previously acted as the pricing committee in connection with public stock issuances that were more broadly authorized by the full Board. The Executive Committee took no action in 2022.


			43 of our buildings, representing 81% of our LEED eligible square footage, are LEED Certified (LEED for Building Operations and Maintenance for our existing buildings and/or LEED for Building Design and Construction: Core and Shell for our newly developed buildings). This certification evidences the attainment of certain exacting standards. We intend to maintain certifications of our properties and to continue to evaluate our portfolio to identify and pursue additional opportunities to enhance the value and appeal of our properties through LEED certification.
LEED Certified 81%
			34 of our eligible buildings, representing 64% of our BOMA 360 eligible square footage, have achieved the elite BOMA 360 certification. This certification recognizes excellence in building operations and management, and it benchmarks performance in six key areas, including energy, environment, and sustainability. We intend to maintain certifications of our properties and to continue to evaluate our portfolio to identify and pursue additional opportunities to enhance the value and appeal of our properties through BOMA 360 certification.
BOMA 360 Certified 64%


			We track building performance through the EPA’s ENERGY STAR® benchmark program. 50 of our buildings, representing 91% of our ENERGY STAR eligible square footage, are ENERGY STAR-certified for superior energy efficiency, responsible water usage, and reduced greenhouse emissions. ENERGY STAR is integrated into our energy management program for benchmarking our assets and tracking improvements in energy consumption, greenhouse gas emissions, water consumption, and waste production. We intend to continue tracking our portfolio through ENERGY STAR and to maintain and/or pursue certification for all properties for which it is feasible.
ENERGY STAR Certified 91%
			15 of our buildings, representing 35% of our Fitwel eligible square footage, are Fitwel One-Star certified. Fitwel uses scorecards that include more than 55 evidence-based design and operational strategies to enhance buildings by addressing a broad range of health behaviors and risks. We intend to maintain certifications of our properties and to continue to evaluate our portfolio to identify and pursue additional opportunities to enhance the value and appeal of our properties through Fitwel certification.
35%
			54 of our buildings, representing 93% of our Fitwel VRM eligible square footage, are certified under the Fitwel Viral Response Module. In addition, we have achieved the WELL Health-Safety seal for two of our buildings. Each program verifies a multi-faceted approach to mitigate the spread of disease, including implementation standards for contagious disease outbreak plans, enhanced indoor air quality (with associated testing and monitoring), and enhanced cleaning, disinfecting, and maintenance standards.
93%
			In 2022, the Company earned its seventh consecutive “Green Star” recognition from the Global Real Estate Sustainability Benchmark (“GRESB”) assessment. GRESB is an investor-driven evaluation system for measuring the sustainability performance of property companies and real estate funds. The Company also achieved an overall score of an “A” on the GRESB Public Disclosure assessment. The 2022 scores reflected an increase of 3 points over the 2021 real estate score and a letter grade improvement over the 2021 disclosure score.
Green Star


Named Executive Officers			Title
M. Colin Connolly			President and Chief Executive Officer

Gregg D. Adzema			Executive Vice President and Chief Financial Officer

Kennedy Hicks			Executive Vice President, Chief Investment Officer and Managing Director

Richard G. Hickson IV			Executive Vice President - Operations

John S. McColl			Executive Vice President - Development


What We Do
Mitigate Undue Risk			We provide a balanced mix of cash and equity-based compensation, including annual and long-term incentives which have market or Company performance metrics that we believe mitigate against excessive risk-taking by our management.

Significant Portion of Equity Awards are Market or Company Performance-Based			In 2022, 60% of the regular equity awards granted to our executive officers are market or Company performance-based and require that we achieve market goals relating to TSR or Company performance goals relating to FFO, in each case over a three-year period for the awards to be earned.

Incentive Cash Awards are Based on Achievement of Performance Goals, but Provide for Compensation Committee Discretion			Over the last 14 years (2009 to 2022), payouts under our cash incentive plan have ranged from 0% to 150%, reflecting the Company’s performance under the relevant goals for each year. The Compensation Committee sets performance goals under our annual incentive cash award plan that it believes are reasonable in light of past performance and market conditions. Our plan permits the Compensation Committee to exercise discretion in making final cash incentive award determinations so as to take into account changing market conditions, allowing our executive officers to focus on the long-term health of our Company rather than an “all or nothing” approach to achieving short-term goals.

Cap on Incentive Awards			Our Compensation Committee has established 200% as the maximum percentage for performance calculation of any individual component of the incentive cash award, with 150% of the target cash award as the overall maximum payout that can be earned by each of the executive officers under the annual incentive cash award plan for any year.

Clawback Policy			We have adopted a recoupment or “clawback” policy pursuant to which we may seek to recover incentive-based compensation from any current or former executive officer who received incentive-based compensation during the three-year period preceding the date on which we are required to restate any previously issued financial statements due to material noncompliance with any financial reporting requirement under federal securities laws. Our Compensation Committee intends to revise the existing clawback policy in 2023, to comply with the final listing requirements of NYSE.

Double Trigger Change in Control Agreements			We have entered into change in control agreements with our executive officers to ensure that the executives are focused on the interests of our stockholders in the event of a potential strategic acquisition, merger, or disposition. The agreements require a “double trigger,” both a change in control and a termination of employment, for the payout of benefits.

Independent Compensation Consultant			The Compensation Committee determined that its compensation consultant is independent pursuant to applicable NYSE listing standards.


What We Do
Share Ownership Guidelines			We have stock ownership guidelines for our executive officers and Directors, including a target ownership of four times annual base salary for our Chief Executive Officer, two times annual base salary for our Executive Vice Presidents, and five times the annual cash retainer for our Directors.

Holding Period on Stock Awards			We have adopted a policy requiring our executive officers to hold 50% of the after- tax number of shares of stock awarded as compensation for a period of 24 months following vesting.

Prohibition of Hedging and Pledging of Company Stock			Our insider trading policy prohibits our Directors and executive officers from engaging in any short sales with respect to our stock or buying or selling puts or calls with respect to our stock. We also prohibit our Directors and executive officers from purchasing our stock on margin. None of our Directors or executive officers holds any of our stock subject to pledge.

Long Term Incentive Awards Settled in Stock			Our Market RSUs and Performance RSUs settle in stock, rather than cash, increasing the alignment with shareholders.

What We Don’t Do

No Employment Agreements			We do not have employment agreements with any of our executive officers. All of our executive officers are employed “at-will.”

No Perquisites			We generally do not provide perquisites above the reporting threshold to our executive officers. In 2022, we did not provide any perquisites to our executive officers above the reporting threshold.

No Pension Plans, Deferred Compensation Plans or Supplemental Executive Retirement Plans			We do not provide any defined benefit pension plans, deferred compensation plans, or supplemental executive retirement plans to our executive officers. Our executive officers are eligible to participate in our 401(k) plan and our Employee Stock Purchase Plan on the same basis as all of our employees.

No Single-Trigger Severance or Acceleration			Our change in control arrangements do not provide for payment on a change in control without a qualifying termination.

No Dividend Equivalent Units on Unearned Performance Awards			No dividend equivalent units (“DEUs”) are paid on Market RSUs or Performance RSUs during the performance period. DEUs are paid only if and to the extent the shares underlying Market RSUs or Performance RSUs are earned.

No Tax Gross-Up Provisions in Change in Control Agreements			Our change in control agreements with our executive officers do not include Section 280G tax gross-up provisions. We have committed that we will not enter into a new agreement to include a tax gross-up provision.

No Option Repricing			Although the 2019 Omnibus Incentive Stock Plan permits granting of stock options as part of a compensation program, we do not intend to grant any stock options as part of our executive or director compensation programs. If we were to grant stock options, we would prohibit repricing of any granted stock options.


Component			Why We Pay It
Base Salary			Provides a fixed, competitive level of cash compensation that reflects the NEO’s leadership role and the relative market rate for the executive’s experience and responsibilities.

Annual Cash Incentive			Rewards NEOs for achievement of annual financial and strategic goals that drive stockholder value, thereby aligning our NEOs’ interests with those of our stockholders.

Long Term Incentive:			Aligns the interests of our NEOs with those of our stockholders.
• Market RSUs			Motivates, retains, and rewards NEOs to achieve multi-year strategic business objectives that drive relative TSR out-performance because the ultimate value of the award is directly tied to the market value of our stock upon vesting, while conditioned upon achievement of at least a threshold relative performance, with no guaranteed minimum vesting or payout.
• Performance RSUs			Motivates, retains, and rewards NEOs to achieve multi-year strategic business objectives that drive FFO out-performance because the ultimate value of the award is directly tied to the market value of our stock upon vesting, while conditioned upon the achievement of FFO goals, with no guaranteed minimum vesting or payout.
• Restricted Stock			Motivates, retains, and rewards NEOs to achieve multi-year strategic business objectives because the ultimate value of the award is directly tied to the market value of our stock over the vesting period.


	2021 Base Salary	2022 Base Salary
M. Colin Connolly	$700,000	$730,000

Gregg D. Adzema	$475,000	$494,000

Kennedy Hicks	$380,000	$414,200

Richard G. Hickson IV	$412,000	$428,480

John S. McColl	$394,000	$409,760


	2021 Bonus Target %	2022 Bonus Target %
M. Colin Connolly	130%	130%

Gregg D. Adzema	100%	100%

Kennedy Hicks	90%	95%

Richard G. Hickson IV	90%	90%

John S. McColl	90%	95%


	2022 Target % of Base Salary		Target Opportunity	2022 Actual Award
M. Colin Connolly	130	%	$949,000	$978,419

Gregg D. Adzema	100	%	$494,000	$509,314

Kennedy Hicks	95	%	$393,490	$405,688

Richard G. Hickson IV	90	%	$385,632	$397,587

John S. McColl	95	%	$389,272	$401,339


	2021 LTI Target	2022 LTI Target
M. Colin Connolly	$2,750,000	$3,400,000

Gregg D. Adzema	$1,075,000	$1,175,000

Kennedy Hicks	$500,000	$600,000

Richard G. Hickson IV	$500,000	$550,000

John S. McColl	$475,000	$550,000


	Target LTI Award Value	Number of Restricted Shares Granted	Number of Market (TSR) RSUs Granted	Number of Performance (FFO) RSUs Granted
M. Colin Connolly	$3,400,000	35,270	37,033	15,871

Gregg D. Adzema	$1,175,000	12,189	12,798	5,485

Kennedy Hicks	$600,000	6,224	6,535	2,801

Richard G. Hickson IV	$550,000	5,705	5,991	2,567

John S. McColl	$550,000	5,705	5,991	2,567


2020 LTI PEER GROUP
Alexandria Real Estate	Easterly Government Properties	Office Properties Income Trust

Boston Properties, Inc.	Empire State Realty Trust, Inc.	Paramount Group, Inc.

Brandywine Realty Trust	Equity Commonwealth	Piedmont Office Realty Trust

CIM Commercial Trust Corp.	Franklin Street Properties Corp.	SL Green Realty Corp.

City Office REIT, Inc.	Highwoods Properties, Inc.	Vornado Realty Trust

Corporate Office Properties Trust	Hudson Pacific Properties, Inc.

Douglas Emmett, Inc.	Kilroy Realty Corp.


Executive Officers and Non-Employee Directors	Multiple of Base Salary or Annual Director’s Cash Retainer	In Compliance?
CEO	4X	Yes

President (if not also CEO)	3X	Yes

Executive Vice Presidents	2X	Yes

Senior Vice Presidents	1X	Yes

Non-Employee Directors	5X	Yes


COMPENSATION & HUMAN CAPITAL COMMITTEE

R. Kent Griffin, Jr., Chair

Charles T. Cannada

Donna W. Hyland


	Year	Salary	Stock Awards (1)	Non-Equity Incentive Plan Compensation (2)	All Other Compensation (3)	Total
M. Colin Connolly	2022	$730,000	$3,828,832	$978,419	$35,427	$5,572,678
President and	2021	$700,000	$2,999,439	$1,072,890	$32,280	$4,804,609
Chief Executive Officer	2020	$700,000	$2,403,537	$773,500	$30,583	$3,907,620


Gregg D. Adzema	2022	$494,000	$1,323,201	$509,314	$35,042	$2,361,557
Executive Vice President and	2021	$475,000	$1,172,509	$560,025	$32,830	$2,240,364
Chief Financial Officer	2020	$475,000	$1,014,794	$403,750	$30,583	$1,924,127


Kennedy Hicks (4)	2022	$414,200	$675,669	$405,688	$18,910	$1,514,467
Executive Vice President -	2021	$380,000	$545,358	$453,218	$17,736	$1,396,312
Chief Investment Officer and Managing Director


Richard G. Hickson IV	2022	$428,480	$619,357	$397,587	$35,428	$1,480,852
Executive Vice President -	2021	$412,000	$545,358	$437,173	$32,605	$1,427,136
Operations	2020	$412,000	$400,602	$315,180	$30,583	$1,158,365


John S. McColl	2022	$409,760	$619,357	$401,339	$27,774	$1,458,230
Executive Vice President -	2021	$394,000	$518,089	$418,073	$25,368	$1,355,530
Development	2020	$394,000	$400,602	$284,665	$29,933	$1,109,200


	Retirement Savings Plan(A)	Insurance Premiums(B)	Total All Other Compensation
M. Colin Connolly	$9,150	$26,278	$35,428

Gregg D. Adzema	$9,150	$25,892	$35,042

Kennedy Hicks	$9,150	$9,760	$18,910

Richard G. Hickson IV	$9,150	$26,278	$35,428

John S. McColl	$9,150	$18,624	$27,774


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)		Estimated Future Payouts Under Equity Incentive Plan Awards (in units)(2)			All Other Stock Awards: Number of Shares of Stock or Units(3)	Grant Date Fair Value of Stock Awards(4)
	Grant Date	Target ($)	Maximum ($)	Threshold	Target	Maximum
M. Colin Connolly
Annual Incentive Award(1)		$949,000	$1,423,500
Market RSUs (TSR)(2)	01/31/2022			12,962	37,033	74,066		$1,856,835
Performance RSUs (FFO)2	01/31/2022			397	15,871	31,742		$611,986
Restricted Stock(3)	01/31/2022						35,270	$1,360,011


Gregg D. Adzema
Annual Incentive Award(1)		$494,000	$741,000
Market RSUs (TSR)(2)	01/31/2022			4,479	12,798	25,596		$641,692
Performance RSUs (FFO)2	01/31/2022			137	5,485	10,970		$211,502
Restricted Stock(3)	01/31/2022						12,189	$470,008


Kennedy Hicks
Annual Incentive Award(1)		$393,490	$590,235
Market RSUs (TSR)(2)	01/31/2022			2,287	6,535	13,070		$327,665
Performance RSUs (FFO)2	01/31/2022			70	2,801	5,602		$108,007
Restricted Stock(3)	01/31/2022						6,224	$239,997


Richard G. Hickson IV
Annual Incentive Award(1)		$385,632	$578,448
Market RSUs (TSR)(2)	01/31/2022			2,097	5,991	11,982		$300,389
Performance RSUs (FFO)2	01/31/2022			64	2,567	5,134		$98,984
Restricted Stock(3)	01/31/2022						5,705	$219,985


John S. McColl
Annual Incentive Award(1)		$389,272	$583,908
Market RSUs (TSR)(2)	01/31/2022			2,097	5,991	11,982		$300,389
Performance RSUs (FFO)2	01/31/2022			64	2,567	5,134		$98,984
Restricted Stock(3)	01/31/2022						5,705	$219,985


	Stock Awards (1)
	Number of Shares or Units of Stock that Have Not Vested(2)(3)	Market Value of Shares or Units of Stock that Have Not Vested(4)	Equity Incentive Plan Awards: Number of Unearned Units that Have Not Vested(5)	Equity Incentive Plan Awards: Market Value of Unearned Units that Have Not Vested(6)
M. Colin Connolly	122,512	$3,098,323	103,595	$2,619,918

Gregg D. Adzema	60,281	$1,524,496	38,099	$963,524

Kennedy Hicks	25,611	$647,700	18,553	$469,205

Richard G. Hickson IV	29,267	$740,153	17,775	$449,530

John S. McColl	28,692	$725,611	17,314	$437,871


	Number of TSR-based RSUs	Number of FFO based RSUs	Amount Earned Upon Vesting
M. Colin Connolly	50,995	10,118	$1,545,543

Gregg D. Adzema	21,532	4,271	$652,547

Kennedy Hicks	6,801	1,349	$206,112

Richard G. Hickson IV	8,498	1,687	$257,569

John S. McColl	8,498	1,687	$257,569


	Stock Awards
	Number of Shares Acquired on Vesting(1)	Value Realized on Vesting(2)
M. Colin Connolly	72,435	$2,819,505

Gregg D. Adzema	39,816	$1,551,170

Kennedy Hicks	10,563	$411,046

Richard G. Hickson IV	14,941	$581,822

John S. McColl	14,838	$577,843


	Shares of Restricted Stock	RSUs(A)
M. Colin Connolly	24,127	48,308

Gregg D. Adzema	10,832	28,984

Kennedy Hicks	3,800	6,763

Richard G. Hickson IV	4,473	10,468

John S. McColl	4,370	10,468


	Cash(1)	Accelerated Vesting of Restricted Stock and Service RSUs(2)	Accelerated Vesting of Market RSUs and Performance RSUs(3)	Health and Welfare Benefits	Total(4)
M. Colin Connolly
• Voluntary resignation, termination without cause or termination for cause not in connection with a change in control	—	—	—	—	—
• Involuntary or good reason termination following change in control	$5,029,810	$1,645,165	$3,445,206	$50,784	$10,170,965
• Death	—	$1,645,165	$3,445,206	—	$5,090,371

Gregg D. Adzema
• Voluntary resignation, termination without cause or termination for cause not in connection with a change in control	—	—	—	—	—
• Involuntary or good reason termination following change in control	$2,009,217	$891,877	$1,311,969	$50,012	$4,263,075
• Death	—	$891,877	$1,311,969	—	$2,203,846

Kennedy Hicks
• Voluntary resignation, termination without cause or termination for cause not in connection with a change in control	—	—	—	—	—
• Involuntary or good reason termination following change in control	$1,397,203	$453,197	$412,554	$17,748	$2,280,702
• Death	—	$453,197	$412,554	—	$865,751

Richard G. Hickson IV
• Voluntary resignation, termination without cause or termination for cause not in connection with a change in control	—	—	—	—	—
• Involuntary or good reason termination following change in control	$1,640,409	$492,599	$587,082	$50,783	$2,770,873
• Death	—	$492,599	$587,082	—	$1,079,681

John S. McColl
• Voluntary resignation, termination without cause or termination for cause not in connection with a change in control	—	—	—	—	—
• Involuntary or good reason termination following change in control	$1,557,522	$478,057	$575,423	$35,475	$2,646,477
• Death	—	$478,057	$575,423	—	$1,053,480


Year	SCT Total for PEO (1)	CAP to PEO (2)	Average SCT Total for Non-PEO NEOs (1)	Average CAP to Non-PEO NEOs (2)	Value of Initial Fixed $100 Investment Based On (3):		Net Income (in thousands) (4) (5)	FFO Per Share (5) (6)
					TSR	Peer Group TSR
2022	$5,572,678	$2,819,861	$1,703,776	$983,204	$68.67	$62.07	$167,445	$2.72

2021	$4,804,609	$6,911,912	$1,604,836	$2,155,707	$105.10	$99.51	$278,996	$2.75

2020	$3,907,620	$3,832,536	$1,347,759	$1,288,015	$85.24	$81.56	$238,114	$2.78