Eastgroup Properties Inc DEF 14A, filed Apr 11, 2025

Eastgroup Properties Inc (EGP)

DEF 14A 2025-04-11 For: 2024-12-31

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Added on June 12, 2026

About this DEF 14A

Eastgroup Properties Inc filed this DEF 14A on April 11, 2025.

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☐			Preliminary Proxy Statement
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☐			Definitive Additional Materials
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April 11, 2025 Dear Fellow Shareholders, On behalf of the entire Board of Directors, we would like to provide an update on how we are creating shareholder value and how we are progressing on key areas of stakeholder interest. We are proud of our people and our performance and we believe our business and future prospects remain resilient. Sustained Financial Performance and Shareholder Value Creation 2024 marked another year of multi-consecutive year-over-year increases. Our funds from operations attributable to common stockholders (“FFO”) increased by 7.2% – the fourteenth consecutive year of growth – and same property net operating income (“PNOI”) excluding lease termination fees (cash basis) increased by 5.6% compared to 2023.(1) Although occupancy rates dipped slightly, occupancy is still very strong at 96.1% as of December 31, 2024, and our rental rates increased 53%, marking the tenth consecutive year of double-digit straight-line rental rate increases. Our Growth Strategy Supports Long Term Shareholder Value We now have over 63 million square feet under ownership whose geographic, property and customer profile support continued long-term growth. We have confidence in our growth strategy of acquiring, developing, and operating multi-tenant business distribution parks for location-sensitive customers clustered around major transportation features in supply-constrained submarkets. In 2024, we acquired approximately 2.5 million square feet of operating properties and 61 acres of development land, and as of December 31, 2024, our development and value-add program consisted of 21 projects located in 14 high-growth markets. In 2024, we began construction of 10 projects totaling approximately 1.6 million square feet in seven markets. We transferred seven properties with approximately 1.5 million square feet in six markets into our operating portfolio. Our strong 2024 results support our commitment to deliver value to our shareholders. For 2024, we declared dividends of $5.34 per share. That marks 45 years of consecutive quarterly cash dividends, with increases in each of the last 13 years. At December 31, 2024, the ten-year compounded annual total return (dividends plus change in our common stock price) to shareholders was 13%. We also continued to strengthen our balance sheet and be prudent with capital allocation and incremental risk. Active and Engaged Board of Directors We and our fellow directors are committed to serving you, our shareholders. Our leadership team actively engages with shareholders, and the Board has a demonstrated record of being responsive to shareholder feedback. Continued Commitment to Environmental Stewardship Continuing to further our corporate responsibility initiatives remains an important focus for our Board and team. We continued publishing our Corporate Responsibility Report, augmented by a Corporate Responsibility Policy that formalizes our commitments, goals and targets on environmental sustainability and climate resilience. In 2024, we completed our second annual GRESB Real Estate Assessment, which provided us with additional insight into our corporate responsibility management and performance as compared to industry peers. This commitment comes with cost savings – a sustainability-linked component of our revolving credit facility, pursuant to which the applicable interest margin and facility fee may be adjusted annually. Our People and Culture Our record financial performance is not possible without our great people that continue to execute at a very high level and our unique family-oriented, employee-focused and entrepreneurial culture. We also focus on our relationships with our tenants, partners and communities. We believe this people-first approach drives high engagement and satisfaction levels, evidenced by our low employee turnover and strong lease metrics. We hope you can join us at our 2025 Annual Meeting of Shareholders. You will find information about the meeting, including matters to be voted on, in this proxy statement. Thank you again for your support, and we look forward to continuing to engage with you on our performance and priorities.

		“On behalf of the entire Board of Directors, I want to thank you for your continued support of EastGroup Properties. We are proud of our people and our performance. Last year’s success leaves us better positioned to capitalize on our future opportunities.” Marshall A. Loeb Chief Executive Officer, President and Director



		Funds from operations attributable to common stockholders(1) increased 7.2% Same property net operating income (cash basis)(1) increased 5.6% Acquired approximately 2.5 million square feet of operating properties and approximately 61 acres of development land Declared dividends of $5.34 per share, marking 180 consecutive quarters of cash dividends
Donald F. Colleran Chairman of the Board	Marshall A. Loeb Chief Executive Officer, President and Director
(1)FFO and Same PNOI Excluding Income from Lease Terminations (Cash Basis) are not computed in accordance with Generally Accepted Accounting Principles (“GAAP”). A reconciliation of FFO and other required disclosure can be found on page 24 of our Annual Report on Form 10-K for the year ended December 31, 2024, which we filed with the Securities and Exchange Commission (“SEC”) on February 12, 2025. Reconciliations of Same PNOI Excluding Income from Lease Terminations (Cash Basis) and other required disclosure, can be found on pages 5, 6, 8, 23 and 24 in the Company’s quarterly Supplemental Information for the period ended December 31, 2024, which can be found on the Investor Relations page of the Company’s website at www.eastgroup.net.


202 4 Performance Highlights		3
Proxy Voting Roadmap		8
Notice of 202 5 Annual Meeting of Shareholders		12
Proxy Statement		13


	Proposal 1
Election of Directors		13

Director Nominee Biographical Information and Experience		14
Director Nominee Skills and Diversity Matrix		21
Board Composition and Refreshment		22
Board Evaluation		22
Nominating Procedures		22
Over boarding and Director Time Commitments		23
Refreshment and Succession Planning		24
Corporate Governance		25
Leadership Structure		25
Committees of the Board		26
Board Oversight and Engagement		27
Other Governance Principles		31
Compensation of Directors		32


	Proposal 2
Ratification of Independent Registered Public Accounting Firm		34

Evaluation and Selection of Independent Auditors		35
Auditor Fees and Services		35
Policy for Pre-Approval of Audit and Permitted Non-Audit Services		36
Report of the Audit Committee		36


	Proposal 3
Non-Binding, Advisory Vote On Executive Compensation		37

Executive Officers		38
Compensation Discussion and Analysis		39

Executive Summary		39
Named Executive Officers		39
2024 Performance Highlights		39
At-Risk Compensation Mix		40
Compensation Objectives and Philosophy		41
Compensation Best Practices		42
How We Make Compensation Decisions		43
Roles and Responsibilities		43
Consideration of Say-on-Pay Vote		44
Use of Peer Group Data		46


Components of Our Compensation Program						48
Base Salary						48
Annual Incentive Compensation						49
Long-Term Compensation						52
Other Benefits						55
Compensation Policies and Procedures						55

Compensation Committee Report						57
Compensation Tables						58
Summary Compensation Table						58
Grants of Plan-Based Awards in 202 4						59
Outstanding Equity Awards at Year-End						60
Option Exercises and Stock Vested						62
Potential Payments Upon Termination or Change in Control						63

CEO Pay Ratio						66
Pay Versus Performance						66
Equity Compensation Plan Information						70


Stock Ownership Information						71
Security Ownership of Certain Beneficial Owners and Management						71
Security Ownership of Directors and Officers						71
Certain Transactions and Relationships						72

Other Matters						73
About the 202 5 Annual Meeting of Shareholders						73



			Frequently Requested Information
			Director Nominee Biographical Information and Experience			14
			Director Nominee Skills and Diversity Matrix			21
			Nominating Procedures			22
			Committees of the Board			26
			Board Oversight and Engagement			27
			Compensation of Directors			32
			Compensation Discussion and Analysis			39
			Components of Our Compensation Program			48
			Compensation Tables			58
			Stock Ownership Information			71
			About the 202 5 Annual Meeting of Shareholders			73



CAPITALIZATION (As of 12.31.2024)						DIVIDEND GROWTH (As of Fourth Quarter 2024) •Declared 180th Consecutive Quarterly Cash Dividend – $1.40 per Share •Increased or Maintained Cash Dividend for 32 Consecutive Years •Dividend Has Increased 29 of the Past 32 Years – Increased in Each of the Last 13 Years


OPERATING RESULTS

Net Income Attributable to Common Stockholders (Per Diluted Share)	Same PNOI Growth(1) (Excluding Income from Lease Terminations) (Cash Basis)	FFO(1) (Per Diluted Share)	Leased Operating Portfolio



Proposal 1 Election of Directors


	The Board recommends a vote FOR each director nominee.	See Page 13-33 for more details.


AC	Audit Committee	Chairperson
CC	Compensation Committee	Member
NCGC	Nominating and Corporate Governance Committee
IC	Investment Committee


Director Nominee Snapshot(1)		Director Nominee Skills and Experience(2) ACCOUNTING AND FINANCE CAPITAL MARKETS E-COMMERCE AND LOGISTICS CORPORATE RESPONSIBILITY MATTERS PUBLIC COMPANY BOARD EXPERIENCE REAL ESTATE OPERATIONS AND INVESTMENT REGULATORY, LEGAL OR RISK MANAGEMENT SENIOR LEADERSHIP AND STRATEGIC INITIATIVES

GENDER IDENTITY

2020	2025




RACIAL IDENTITY

2020	2025




AGE

2020	2025



TENURE

2020	2025



Independent Oversight			•Six of the seven Board nominees are independent •100% independent Audit, Compensation and Nominating and Corporate Governance Committees •Separation of Chairman and CEO positions •Audit Committee meets with independent and internal auditors at least quarterly •Full Board oversight of strategy, risk management and corporate responsibility matters


Board Refreshment			•Annual director elections by shareholders (non-staggered board) •Two of the seven Board nominees are women, and one nominee identifies as a racial or ethnic minority •Chairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee rotated in 2020; Chairperson of the Nominating and Corporate Governance Committee rotated again in 2022


Sound Compensation Practices			•All stock-based incentive plans have been approved by shareholders •Robust stock ownership guidelines for directors and executive officers •No individual director meeting fees •Shares granted to employees and directors have been less than 1% of the shares outstanding over the last three years •Compensation is strongly tied to performance, and we do not have employment agreements, automatic salary increases or guaranteed bonuses •The Board has adopted a clawback policy that applies to both cash and equity incentive compensation •No hedging or pledging of Company securities by directors or executive officers •No excessive perquisites •No supplemental executive retirement plans •No tax gross-ups and no single-trigger provisions


Other Best Practices			•General and administrative expense as a percentage of revenue was less than 5% for the years ended December 31, 2024 and 2023 •Interested parties may communicate directly with the Board through a link on the Company’s website •Educational resources are provided to our Board of Directors through our Director Education Program •No collective bargaining agreements



Proposal 2 Ratification of Independent Registered Public Accounting Firm


	The Board recommends a vote FOR proposal 2.	See Page 34-36 for more details.



Proposal 3 Non-Binding, Advisory Vote on Executive Compensation


	The Board recommends a vote FOR proposal 3.	See Page 37-70 for more details.


1.			Elect the seven director nominees named in this proxy statement for a one-year term to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified;
2.			Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;
3.			Approve, by a non-binding, advisory vote, the compensation of our Named Executive Officers as described in this proxy statement; and
4.			Transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.



Important Notice Regarding the Availability of Proxy Materials for the Meeting to be Held on May 22, 2025. This proxy statement and our 2024 Annual Report to Shareholders are available at www.proxyvote.com



Proposal 1

Election of Directors


In accordance with our Second Amended and Restated Bylaws (the “Bylaws”), the Board of Directors (which we also refer to as the “Board”) has by resolution fixed the number of directors to be elected at the Meeting at seven. Each person so elected shall serve until the next Annual Meeting of Shareholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. The nominees for director are: D. Pike Aloian, H. Eric Bolton, Jr., Donald F. Colleran, David M. Fields, Marshall A. Loeb, Mary E. McCormick and Katherine M. Sandstrom. All nominees are currently serving as directors of the Company and were elected at the 2024 Annual Meeting of Shareholders. Unless instructed otherwise, proxies will be voted “FOR” the nominees listed above. Although the directors do not contemplate that any of the nominees will be unable to serve prior to the Meeting, if such a situation arises, your proxy will be voted in accordance with the best judgment of the person or persons voting the proxy. Information regarding the director nominees can be found under “Director Nominee Biographical Information and Experience.” Nominees receiving more “For” votes than votes cast “Against” will be elected. Neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.



			The Board unanimously recommends that shareholders vote “FOR” the election of each of Mmes. McCormick and Sandstrom and Messrs. Aloian, Bolton, Colleran, Fields and Loeb to serve on the Board until the 2026 Annual Meeting of Shareholders and until a successor for each is duly elected and qualified.


TOTAL NUMBER OF DIRECTOR NOMINEES: 7(1)
GENDER IDENTITY	Female	Male
Director nominees	2	5
RACIAL IDENTITY
African American or Black	—	1
White	2	4



CHIEF EXECUTIVE OFFICER Marshall A. Loeb •The Chief Executive Officer is responsible for setting the strategic direction of the Company. •He is also responsible for the day to day leadership and management of the Company.						INDEPENDENT CHAIRMAN OF THE BOARD Donald F. Colleran •The Chairman of the Board leads the Board in providing Company oversight and direction. •He actively manages the Board by presiding over meetings of the Board.



BOARD COMMITTEES AND DIRECTORS •Our independent directors are also actively involved in overseeing the Company’s business, both at the Board and committee level. •Under the NYSE listing standards, six of our seven directors are considered independent. •Our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are comprised entirely of independent directors and perform oversight functions independent of management. •Directors may suggest topics for inclusion on an agenda for a Board meeting and raise topics during a meeting that are not on the agenda. •Our Board and each committee have complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. •Our Board may hold executive sessions with only independent directors present. Such sessions are led by our independent Chairman and promote discussion among the independent directors and assure independent oversight of management.



Audit Committee


MEMBERS Mary E. McCormick (Chairperson) D. Pike Aloian Katherine M. Sandstrom Meetings in 2024: 7			PRINCIPAL RESPONSIBILITIES •Oversee the financial reporting of the Company, including the audit by the Company’s independent registered public accounting firm and the internal audit department. •Review and provide oversight of the Company’s cybersecurity and other information technology risks. •Monitor financial risks relevant to the Company, potential related party arrangements and a variety of other accounting and financial matters. Mmes. McCormick and Sandstrom and Mr. Aloian have each been designated as an “Audit Committee financial expert” in accordance with the SEC rules and regulations, and the Board has determined that they have accounting and related financial management expertise within the meaning of the listing standards of the NYSE. See “Report of the Audit Committee” on page 36 of this proxy statement.



Compensation Committee


MEMBERS H. Eric Bolton, Jr. (Chairperson) Donald F. Colleran David M. Fields Meetings in 2024: 6			PRINCIPAL RESPONSIBILITIES •Review and recommend to the Board an appropriate executive compensation policy. •Approve compensation of the Company’s executive officers. •Review and recommend to the Board appropriate compensation for the Company’s directors. •Review and make recommendations with respect to executive and employee benefit plans and programs.



Nominating and Corporate Governance Committee


MEMBERS Katherine M. Sandstrom (Chairperson) Donald F. Colleran David M. Fields Mary E. McCormick Meetings in 2024: 3			PRINCIPAL RESPONSIBILITIES •Assess Board membership needs and identify, screen, recruit and present director candidates to the Board. •Implement policies regarding corporate governance matters. •Evaluate and make recommendations regarding committee memberships and chairpersonships. •Sponsor and oversee performance evaluations for the Board as a whole and the directors. •Review and provide oversight of the Company’s corporate responsibility strategy, practices and policies.



Investment Committee


MEMBERS Marshall A. Loeb (Chairperson) D. Pike Aloian H. Eric Bolton, Jr. Meetings in 2024: 4			PRINCIPAL RESPONSIBILITIES •Review and approve any real estate investment or disposition that has a transaction value greater than $55.0 million and less than $125.0 million. Real estate investments or dispositions that either have a transaction value equal to or greater than $125.0 million or are in geographic markets where the Company does not already have a presence are reviewed and approved by the full Board of Directors.



STRATEGIC OVERSIGHT	RISK OVERSIGHT	SUCCESSION PLANNING

•Review management’s business strategies to evaluate their efficacy •Seek to ensure that the Company’s compensation strategy for key executives i.is effective in attracting and retaining key executives; ii.links pay to performance based on goals that are aligned with the long-term interests of the Company’s shareholders; and iii.is administered fairly and in the shareholders’ interests	•Review, and where appropriate, approve and evaluate financial and internal controls •Seek to ensure that the Company’s business is conducted in conformity with applicable laws and regulations •Review with management and monitor the material risks related to the Company’s business	•Select the Chief Executive Officer and other senior officers •Develop and periodically review a management succession plan



Outside Advisors Advisors may be engaged either on a regular basis to inform the Board or management of ongoing risks facing our business, or occasionally to advise on specific topics. Such advisors include auditors, attorneys, financial firms, compensation consultants, corporate responsibility consultants, cybersecurity experts and other consultants.




The Board meets at least quarterly to review the results of the Company’s operations, financial reports, market-specific business reports, strategic transactions, corporate responsibility program updates and capital funding.			The Board and senior management conduct an annual strategic planning meeting to discuss longer-term strategy and goals for the Company, enterprise risk management, corporate responsibility topics, potential new business opportunities and/or shifts in the market/business landscape.



Full Board •Provides ongoing oversight of the Company’s corporate responsibility program throughout the year •Receives quarterly updates from the Director of Corporate Sustainability specific to the Company’s corporate responsibility initiatives and provides high-level guidance to Company management on related topics



Nominating and Corporate Governance Committee •Provides direct oversight of the Company’s corporate responsibility strategy, practices and policies, including consideration of emerging environmental, social and governance trends and climate-related risks and opportunities that may affect the business, operations, performance or reputation of the Company •Receives periodic updates from Company management on corporate responsibility topics						Senior Management •CEO provides regular updates on and actively participates in discussions and decision-making on material corporate responsibility initiatives •CFO and Chief Accounting and Administrative Officer are members of the corporate sustainability committee and closely involved in shaping the Company’s corporate responsibility strategy, practices and policies



•Our management and the full Board of Directors participate in the annual Enterprise Risk Management process, which includes the identification and prioritization of relevant climate-related risks. •In 2024, our management and the full Board of Directors formally met to discuss corporate responsibility topics four times. The Nominating and Corporate Governance Committee received periodic updates from Company management and held two additional meetings to formally discuss these topics during 2024.



•Internal committee led by the Director of Corporate Sustainability, who is responsible for researching, recommending and guiding corporate sustainability initiative and policies within the Company •Cross-functional group representing multiple facets of operations and geographic locations including: Chief Financial Officer, Chief Accounting and Administrative Officer and representatives from investor relations, property management, construction management, asset management, property accounting, internal audit, legal, human resources and information technology •Holds annual strategy meeting with external consultants to plan and prioritize short- and long-term corporate responsibility initiatives



SHAREHOLDER ENGAGEMENT TOPIC			ACTIONS TAKEN

Gender Diversity			Added a new female director in 2020
Racial/Ethnic Diversity			Added a new racially diverse director in 2022
Age and Tenure of Director Nominees			Average age lowered by five years since 2020(1) Average years of tenure decreased by 10 years since 2020(1)
Human Rights Statement and Vendor Code of Conduct			We adopted a Human Rights Statement and Vendor Code of Conduct in 2021.
Bylaw Amendments			In 2021, we proposed, and shareholders approved, the amendment and restatement of our charter and bylaws to allow our bylaws to be amended by a majority of shareholder votes.



27 Board (7) and Board committee (20) meetings in 2024	98% Average attendance for directors at Board and Board committee meetings	100% Attendance for directors at the 2024 Annual Meeting of Shareholders


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
D. Pike Aloian	86,208	135,131	221,339
H. Eric Bolton, Jr.	92,667	135,131	227,798
Donald F. Colleran	166,875	135,131	302,006
David M. Fields	86,042	135,131	221,173
Mary E. McCormick	100,000	135,131	235,131
Katherine M. Sandstrom	96,875	135,131	232,006



Director Stock Ownership Guidelines Directors are required to own Company stock with a market value (number of shares multiplied by the current price of common stock) of at least five times the annual cash retainer for directors.



Proposal 2

Ratification of Independent Registered Public Accounting Firm


The Audit Committee is responsible for the appointment of the independent registered public accounting firm engaged by the Company. During 2020, the Audit Committee conducted an audit proposal process with multiple firms and selected KPMG LLP (“KPMG”) to continue serving as the Company’s independent registered public accounting firm. The Audit Committee has appointed KPMG as independent auditors for the fiscal year ending December 31, 2025. The Board is asking shareholders to approve this appointment. KPMG was first appointed as our independent registered public accounting firm effective in 1970 to audit the consolidated financial statements of the Company for the fiscal year ended December 31, 1970. KPMG audited the Company’s financial statements and internal controls over financial reporting for the fiscal year ended December 31, 2024. A representative of KPMG will be present at the Meeting and will have an opportunity to make a statement and answer appropriate questions. The following section of this Proxy Statement contains additional information regarding the independent auditors, including a description of the Audit Committee’s Policy for Pre-Approval of Audit and Permitted Non-Audit Services and a summary of Auditor Fees and Services. The Board recommends that you vote “FOR” the appointment of KPMG, an independent registered public accounting firm, to serve as the Company’s independent auditors for the 2025 fiscal year. Shareholder ratification of the appointment of KPMG as the Company’s independent registered public accounting firm is not required by the Company’s Bylaws or otherwise. However, the Board is submitting the appointment of KPMG to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the appointment, the Audit Committee may reconsider whether or not to retain KPMG in the future. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company. This proposal will be approved if the votes cast “For” the proposal exceed the votes cast “Against” the proposal. Neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.



			The Board unanimously recommends that the shareholders vote “FOR” the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.



BENEFITS OF LONGER TENURE •Institutional knowledge of the Company’s business operations, accounting policies and practices, personnel and internal control over financial reporting enhance the efficiency and quality of the audit process. •A competitive fee structure is achieved due to KPMG’s deep independent auditor knowledge and familiarity with the Company. There would be additional fees required in changing audit firms.


	2024 ($)	2023 ($)
Audit Fees(1)	900,350	854,600
Audit-Related Fees(2)	20,000	—
Tax Fees	—	—
All Other Fees(3)	—	27,150
Total	920,350	881,750