Stratus Properties Inc PRE 14A, filed Mar 27, 2023

Vesting Date

Mr. Armstrong

3,000

12,500

14,063

11,994

10,000

41,012

51,973

March 15, 2023

50% on each of March 15, 2023 and 2024

33% on each of March 15, 2023, 2024 and 2025

50% on each of March 11, 2023 and 2024

25% on each of March 15, 2023, 2024, 2025 and 2026

33% on each of May 16, 2023, 2024 and 2025

May 16, 2023

Ms. Pickens

500

2,000

2,250

2,998

3,000

10,253

March 15, 2023

50% on each of March 15, 2023 and 2024

33% on each of March 15, 2023, 2024 and 2025

50% on each of March 11, 2023 and 2024

25% on each of March 15, 2023, 2024, 2025 and 2026

33% on each of May 16, 2023, 2024 and 2025

Stratus Properties Inc (STRS)

PRE 14A 2023-03-27 For: 2023-05-11

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Added on October 27, 2026

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☒		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under Rule 14a-12

Stratus Properties Inc.
(Name of registrant as specified in its charter)

Not Applicable
(Name(s) of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


	Page
Proxy Summary		1
2023 Annual Meeting of Stockholders		1
Agenda and Voting Recommendations		1
Director Nominees		2
Board Composition Highlights		3
Board Skills, Experience and Background		4
Director and Executive Officer Gender and Race/Ethnic Diversity		5
Governance Highlights		6
Corporate Responsibility Highlights		7
Performance Highlights		8
Corporate Governance		9
Corporate Governance Guidelines; Ethics and Business Conduct Policy		9
Board Composition, Independence and Leadership Structure		9
Designated Director		10
Director Attendance and Meetings		10
Board Committees		10
Compensation Committee Procedures		12
Succession Planning for Senior Executives		13
Board Evaluation Process		13
Board’s Role in Oversight of Risk Management		14
Limitation on Additional Board and Committee Service		15
Director and Executive Officer Stock Ownership Guidelines		15
Anti-Hedging and Anti-Pledging Policies		15
Director Nomination Process, Board Refreshment and Board Diversity Policy		16
Stockholder Engagement		18
Director Compensation		18
2022 Cash Compensation		19
2022 Equity-Based Compensation		19
2022 Director Compensation		20
Proposal No. 1: Election of Directors		21
Vote Required to Elect Director Nominees		22
Recommendation of our Board of Directors		22


Information About Nominees and Continuing Directors			22
Stock Ownership of Directors, Director Nominees and Executive Officers			26
Stock Ownership of Certain Beneficial Owners			27
Executive Officer Compensation			28
Compensation Discussion and Analysis			28
Executive Summary			28
Objectives of Our Compensation Program			32
Components of Executive Compensation for 2022			32
Limited Executive Perquisites and No Special Retirement Benefits			37
Change of Control and Severance Benefits			37
Compensation Processes and Policies			38
Compensation Committee Report			39
Executive Compensation Tables			40
2022 Summary Compensation Table			40
Grants of Plan-Based Awards			41
Outstanding Equity Awards at December 31, 2022			42
Potential Payments upon Termination or Change in Control			42
Pay Versus Performance			46
Proposal No. 2: Advisory Vote on the Compensation of Our Named Executive Officers			47
Vote Required to Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers			48
Recommendation of the Board of Directors			48
Audit Committee Report			48
Appointment of Independent Registered Public Accounting Firm; Financial Statement Review			49
Internal Audit			49
Independent Registered Public Accounting Firm			49
Change in Independent Registered Public Accounting Firm			49
Fees and Related Disclosures for Accounting Services			50
Pre-Approval Policies and Procedures			50
Proposal No. 3: Ratification, on an Advisory Basis, of the Appointment of Our Independent Registered Public Accounting Firm			51
Vote Required to Ratify, on an Advisory Basis, the Appointment of Our Independent Registered Public Accounting Firm			51
Recommendation of the Board of Directors			51
Proposal No. 4: Approval of the Amendment to Our Certificate of Incorporation to Add Officer Exculpation			51
Background			51
Description of the Amendment			52
Reasons for the Amendment			52
Effects and Timing of the Amendment			53
Vote Required to Approve the Amendment to Our Certificate of Incorporation to Add Officer Exculpation			53
Recommendation of the Board of Directors			53
Certain Transactions			53
Information About the 2023 Annual Meeting			55
Why am I receiving these proxy materials?			55
What is a proxy?			56


When and where will the 2023 Annual Meeting be held?			56
What should I bring if I plan to attend the 2023 Annual Meeting in person?			56
Who is soliciting my proxy?			56
On what matters will I be voting? How does the Board recommend that I cast my vote?			56
How many votes may I cast?			57
How many shares of Common Stock are eligible to be voted?			57
How many shares of Common Stock must be present to hold the 2023 Annual Meeting?			57
How do I vote?			57
What happens if I do not submit voting instructions for a proposal? What is discretionary voting? What is a broker non-vote?			58
Will my shares be voted if I do nothing?			59
What vote is required, and how will my votes be counted, to elect the directors and to approve each of the other proposals discussed in this Proxy Statement?			59
Can I revoke or change my voting instructions after I deliver my proxy?			60
How will we solicit proxies and who pays for soliciting proxies?			60
Could other matters be considered and voted upon at the 2023 Annual Meeting?			61
What happens if the 2023 Annual Meeting is postponed or adjourned?			61
Where can I find the voting results of the 2023 Annual Meeting?			61
2024 Stockholder Proposals			61
ANNEX A			A-1


Date:		Thursday, May 11, 2023

Time:		8:30 a.m. Central Time

Place:		212 Lavaca Street Suite 390 Austin, Texas 78701

Record Date:		March 27, 2023

Voting:		Stockholders at the close of business on the record date will be entitled to vote at the 2023 Annual Meeting. As of the record date for the 2023 Annual Meeting, [●] shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) are issued and outstanding and entitled to vote at the 2023 Annual Meeting. Stockholders are entitled to one vote for each share of Common Stock held. A majority of these shares present in person or represented by proxy at the 2023 Annual Meeting will constitute a quorum for the transaction of business. For more information on voting, attending the 2023 Annual Meeting and other meeting information, please see “Information About the 2023 Annual Meeting” on page 55 of this Proxy Statement.


Item	Description	Board Vote Recommendation	Page

1	Election of three Class I directors	FOR each nominee	21

2	Advisory vote to approve the compensation of our named executive officers	FOR	47

3	Ratification of the appointment of CohnReznick LLP (“CohnReznick”) as our independent registered public accounting firm for 2023	FOR	51

4	Approval of the amendment to our certificate of incorporation to add officer exculpation	FOR	51



Total Number of Directors	7

	Female	Male	Non-Binary	Did Not Disclose Gender

Gender:

Directors	2	5	—	—

Number of Directors Who Identify in Any of the Categories Below:

African American or Black	—	1	—	—

Alaskan Native or Native American	—	—	—	—

Asian	—	—	—	—

Hispanic or Latinx	—	—	—	—

Native Hawaiian or Pacific Islander	—	—	—	—

White	2	4	—	—

Two or More Races or Ethnicities	—	—	—	—

LGBTQ+	—

Did Not Disclose Demographic Background	—


Board Independence and Composition ✓ Regular review of Board composition, including the addition of 3 diverse independent directors to the Board in the last 2 years ✓ Strong Board independence: 6 out of 7 directors are independent ✓ 100% independent audit, compensation, and nominating and corporate governance committees ✓ Refreshed Board committee composition and leadership over the last two years ✓ Lead independent director with strong and clear responsibilities ✓ Race/ethnic and gender diversity among our directors and executive officers ✓ Diversity of tenure among directors, with 3 out of 7 directors with tenures of less than 5 years and 2 with tenures between 6 and 11 years ✓ 2 out of 7 directors age 55 years or less, 3 between 56 and 65 and 2 age 66 and above, with an average age of our independent directors of approximately 61.7 years						Key Responsibilities, Policies and Guidelines ✓ Robust corporate governance guidelines ✓ Ethics and business conduct policy applies to all directors, officers, employees and affiliated and unaffiliated service providers with annual certification process ✓ Board diversity policy ✓ Overboarding policy ✓ Nominating and corporate governance committee oversight of environmental, social and governance (“ESG”) and sustainability matters ✓ Compensation committee oversight of culture and human capital management, including diversity, equity and inclusion ✓ Audit committee oversight of cybersecurity and corporate political contributions and expenditures ✓ Stock ownership guidelines for executive officers and non-employee directors ✓ No Board meeting attendance fees for directors

Board Performance and Shareholder Rights ✓ Annual performance evaluations of the Board overseen by the nominating and corporate governance committee ✓ Over 95% attendance at Board and Board committee meetings by all directors during 2022 ✓ Independent directors regularly meet in executive sessions without management present ✓ Redeemed stockholder rights agreement in response to 2021 stockholder vote ✓ One share, one vote standard						Executive Compensation ✓ Annual incentive bonus program awards based on operating and financial performance, with new formulaic program implemented in 2023 ✓ Long-term incentive awards tied to success and profitability of our development projects ✓ Application of a clawback policy to performance-based awards ✓ Anti-pledging and anti-hedging policies applicable to our executive officers ✓ “Double trigger” cash payments and equity acceleration after a change of control ✓ Retention of an independent compensation consultant from time to time in the sole discretion of the compensation committee of the Board ✓ No excise tax gross-ups ✓ No retirement benefits that are not available to employees generally ✓ No excessive perquisites

Stockholder Engagement ✓ During 2022, engaged in dialogue with stockholders and stockholders’ representatives representing nearly [●]% of our outstanding Common Stock, including a stockholder representing [●]% of our outstanding Common Stock who has a director designee on our Board


		• Block 21 received the U.S. Green Building Council’s LEED Silver certification - at the time, the first mixed use development of its kind in the world to achieve this rating
		• Holden Hills, our 475-residence development under construction in Barton Creek in Austin, Texas, focuses on health, wellness and a connection to nature
		• Our Chairman, President and CEO, William H. Armstrong III serves as secretary-treasurer of Green Business Certification Inc.


Financial		Earnings in 2022 of over $[●] million, including income from the sale of Block 21. Block 21, which we developed and opened in 2010, contains the 251-room W Austin Hotel and is home to Austin City Limits Live at the Moody Theater - a 2,750-seat entertainment venue, Class A office space, retail space and the 3TEN ACL Live entertainment venue and business.
		Declared a special cash dividend of $4.67 per share (totaling $40.0 million) on our Common Stock, paid on September 29, 2022 to stockholders of record as of September 19, 2022.
		Approved a new $10 million share repurchase program. Through March 27, 2023, we have acquired [●] shares of our Common Stock for a total cost of $[●] million at an average price of $[●] per share.
		Completed the sale of Block 21 in May 2022 for approximately $260 million. Our net proceeds of cash and restricted cash totaled $112.3 million.
		During 2022 and 2021, generated pre-tax earnings of $[●] million and after-tax cash flow of approximately $[●] million from the well-timed sales of Block 21 in May 2022, The Santal (a 448-unit luxury garden-style multi-family project located in Barton Creek in Austin, Texas) in December 2021 and The Saint Mary (a 240-unit luxury garden-style multi-family project in the Circle C community in Austin, Texas) in January 2021.
		Total stockholders’ equity was $[●] million at December 31, 2022, $158.1 million at December 31, 2021, and $98.9 million at December 31, 2020.
		Progressed the development and financing of Holden Hills, our 475-residence development in Barton Creek in Austin Texas. In February 2023, we secured a construction loan and commenced construction on Phase I, and received a distribution and payment of $35.8 million in cash in connection with our and our equity partner’s contributions to the joint venture.
		Raised $[●] million in third party equity capital in the last two fiscal years and through March 27, 2023.
		During 2022, sold various parcels of real estate, completing the sale of substantially all of our non-core assets, and [●] Amarra Villas homes, for a total of $[●] million.
Portfolio		Completed a strategic planning process. Our Board decided to continue our successful development program, with our proven team focusing on pure residential and residential-centric mixed-use projects in Austin and other select markets in Texas, and approved the $40 million special cash dividend and $10 million share repurchase program described above.
		In third-quarter 2022, began construction on The Saint George, a 316-unit luxury wrap-style, multi-family project in north-central Austin, and entered into a $56.8 million construction loan.
		Continued construction on The Saint June, a 182-unit luxury garden-style multi-family project within the Amarra Drive development in Barton Creek.
		Continued to operate our four completed retail projects, each of which generated positive cash flow after debt service during 2022: Lantana Place, and H-E-B grocery-anchored or shadow-anchored Kingwood Place, Jones Crossing and West Killeen Market.
		Substantially completed construction on the first phase of development of Magnolia Place, an H-E-B grocery shadow-anchored, mixed-use project in Magnolia, Texas. The two retail buildings are fully leased.
		Continued construction on the last [●] Amarra Villas homes in Barton Creek. As of March 27, 2023, [●] under contract to sell and [●] remain available for sale of the 20-unit project.
		Advanced and managed our portfolio projects, including Section N, The Annie B, Saint Julia, New Caney and others.
		Added a corporate responsibility section to our website to share more information about our corporate responsibility and sustainability achievements and goals. For more information, see “Corporate Responsibility Highlights” on page [●] of this Proxy Statement.


Name of Director	Audit Committee*	Compensation Committee	Nominating and Corporate Governance Committee

William H. Armstrong III (CEO)

Laurie L. Dotter	✓	✓

Kate B. Henriksen		✓	Chair

James E. Joseph (Lead Independent Director)		Chair	✓

Michael D. Madden	✓	✓

Charles W. Porter

Neville L. Rhone, Jr.	Chair		✓


AUDIT COMMITTEE *Members:* Neville L. Rhone, Jr. (Chair) Laurie L. Dotter Michael D. Madden • All members are independent as defined in the director independence standards of NASDAQ. • Each member also meets the additional independence criteria set forth the applicable NASDAQ listing standards and SEC rules. • Our Board has determined that each of Ms. Dotter and Messrs. Madden and Rhone qualifies as an “audit committee financial expert,” as such term is defined by SEC rules. *Meetings in 2022:* 6		Primarily Responsibilities: • Assists the Board in fulfilling its oversight responsibilities relating to: • the Company’s accounting and financial reporting processes; • the effectiveness of the Company’s internal control over financial reporting; • the integrity of the Company’s financial statements; • audits of the Company’s financial statements; • the Company’s compliance with legal and regulatory requirements; • the qualifications, independence and performance of the Company’s independent registered public accounting firm • the performance of the Company’s internal audit firm; • the review and approval or ratification of any transaction that would require disclosure under Item 404 of Regulation S-K of the rules and regulations of the SEC; and • the adequacy and effectiveness of the Company’s information and technology security policies and the internal controls regarding information and technology security and cybersecurity risks. Committee Report: Page 48

COMPENSATION COMMITTEE *Members:* James E. Joseph (Chair) Laurie L. Dotter Kate B. Henriksen Michael D. Madden • All members are independent as defined in the director independence standards of NASDAQ. • Each member also meets the additional independence criteria set forth the applicable NASDAQ listing standards and SEC rules. *Meetings in 2022:* 9		Primarily Responsibilities: • Assists the Board in fulfilling its oversight responsibilities by: • discharging the Board’s responsibilities relating to compensation of the Company’s executive officers; • administering the Company’s cash-based and equity-based incentive compensation plans; • overseeing the form and amount of director compensation; and • reviewing the succession plans relating to senior executive officer positions and making recommendations to the Board with respect to succession planning; and • overseeing the Company’s policies and strategies relating to culture and human capital management, including diversity, equity and inclusion. Committee Report: Page 39 Please refer to “Compensation Committee Procedures” on page 12 of this Proxy Statement for more information.


STEP 1: Confidential Evaluations		Annually, each director completes an evaluation of the full Board. The evaluation is intended to provide each director with an opportunity to evaluate performance for the purpose of improving Board and committee processes and effectiveness. The detailed evaluation questionnaire seeks quantitative ratings and qualitative comments in key areas of Board practice, and asks each director to evaluate how well our Board and its committees operate and to make suggestions for improvements. These key areas include assessment of Board composition and director participation, meeting procedures, materials and format, allocation and delegation of responsibilities among our Board and its committees and adequacy and availability of resources.
STEP 2: Board Summary		The nominating and corporate governance committee reviews the results and presents its assessment of Board performance, including of its committees, to the full Board for candid discussion and feedback. After receiving feedback resulting from the Board discussion, the nominating and corporate governance committee recommends improvements for the Board to consider implementing, as needed.
STEP 3: Recommendations Implemented		Based on the results and recommendations presented by the nominating and corporate governance committee, Board and Company practices and policies are updated, as appropriate.


Director Category		Limit on Public Company Board and Committee Service, Including Stratus

All directors		4 boards

Directors who serve on our audit committee		3 audit committees


Position		Aggregate Value

Non-employee Director		3x annual retainer, currently $35,000 ($105,000 total)
CEO		3x base salary
CFO		1x base salary



✓	personal and professional integrity	✓	diversity

✓	independence	✓	risk management and strategic planning experience

✓	general understanding of the industry in which the Company operates	✓	public and private investment experience

✓	executive management and public company board experience	✓	educational and professional background

✓	banking, corporate finance, accounting, and financial reporting experience	✓	ability and willingness to work cooperatively with other members of the Board and with senior management of the Company

✓	other experiences relevant to the successful oversight of the management of a publicly-traded company	✓	ability and willingness to devote adequate time to duties of the Board


Name of Director	Fees Earned or Paid in Cash			Stock Awards (1)		All Other Compensation (2)		Total
Laurie L. Dotter	$	48,500	(3)	$	45,008	$	11,110	$	104,618
Kate B. Henriksen		51,000			45,008		13,211		109,219
James E. Joseph		71,250			45,008		17,998		134,256
James C. Leslie (4)		42,500			81,958		217,998		342,456
Michael D. Madden		54,750			45,008		17,998		117,756
Charles W. Porter		35,000			45,008		17,998		98,006
Neville L. Rhone, Jr.		57,500			45,008		13,678		116,186


Name	Age	Director Since	Principal Occupation	Independent	Board Committees
William H. Armstrong III	58	1998	Chairman of the Board, President and Chief Executive Officer of Stratus Properties Inc.	No	None

Laurie L. Dotter	62	2021	Retired President of Transwestern Corporate Properties	Yes	Audit Compensation

Kate B. Henriksen	49	2021	Co-Chief Investment Officer of RLJ Lodging Trust	Yes	Compensation Nominating and Corporate Governance*

James E. Joseph	62	2015	Vice President, Advancement & Innovation and Dean of the Madden School of Business at Le Moyne College	Yes	Compensation* Nominating and Corporate Governance

Michael D. Madden	74	1992	Managing Partner of BlackEagle Partners, LLC; Chairman of the Board of Hanover Advisors L.L.C.	Yes	Audit Compensation

Charles W. Porter	71	2012	Chief Operating Officer of MG Holdings Services, LLC; Advisor and Consultant to Moffett Holdings, L.L.C.	Yes	None

Neville L. Rhone, Jr.	52	2020	Co-Founder and Managing Partner of Arc Capital Partners LLC	Yes	Audit* Nominating and Corporate Governance


William H. Armstrong III (Chief Executive Officer)		Principal Occupation, Business Experience and Other Public Company Directorships

Chairman of the Board, President and Chief Executive Officer of Stratus Properties Inc. Age: 58 Director Since: 1998 Board Committees: None		Chairman of the Board, President and Chief Executive Officer of the Company from 1998 to present. President, Chief Operating Officer and Chief Financial Officer of the Company from 1996 to 1998. Director of Moody National REIT II, Inc., a publicly traded real estate investment trust, from September 2017 to present. Director of Moody National REIT I, Inc., a publicly traded real estate investment trust, from September 2008 until September 2017. Mr. Armstrong has been elected secretary-treasurer of Green Business Certification Inc., an organization that drives implementation of the LEED green building program. Holds a B.A. in Economics from The University of Colorado. Mr. Armstrong’s 30-year career in real estate and over 27 years of leadership experience with the Company make him highly qualified to lead our Board. He has been employed by the Company since its inception in 1992, and has served as President since August 1996, Chief Executive Officer since May 1998 and Chairman of the Board since August 1998. He has built a highly regarded reputation in the real estate industry and has deep experience in and understanding of the Austin, Texas area, where most of our assets are located. He has long-standing, established relationships with tenants, lenders, regulators, community stakeholder groups, the City of Austin and the State of Texas. Mr. Armstrong’s strong leadership skills and comprehensive understanding of the Company and its management, operations and financial requirements make him highly qualified to guide the Company’s business strategy.


Laurie L. Dotter (Independent)		Principal Occupation, Business Experience and Other Public Company Directorships

Retired President of Transwestern Corporate Properties Age: 62 Director Since: 2021 Board Committees: • Audit • Compensation		Investment advisory board member at Employee Retirement System of Texas, since 2019, and the Comptrollers Investment Advisory Board for Texas Treasury Safekeeping Trust Company, since 2009. Serves as member of the governing board of Dottid, a SaaS technology company in the commercial real estate management sector. Chair of the Board of Directors of SWK Holdings Corporation (“SWK”), a publicly traded life science-focused specialty finance company, and Chair of its Audit Committee and member of its Compensation Committee. President of Transwestern Investment Group from 2010 to 2016, and President of Transwestern Corporate Properties from 2016 to 2017, where she led the formation and capitalization of large-scale commercial real estate investment vehicles with combined capitalization exceeding $2 billion. Member of the Board of Directors of Parkway Properties, Inc. (“Parkway”), a national commercial real estate investment trust, from 2010 to 2016, Chair of Parkway’s Audit Committee and member of its Compensation Committee. Vice Chairman of the PREA Plan Sponsor Council at the Pension Real Estate Association, from 2008 until 2010. Executive investment officer at Hunt Realty Investments under the umbrella of Hunt Oil Company, a petroleum exploration and production company, from 1998 until 2010. Director of Real Estate Investments at the Teacher Retirement System of Texas, from 1993 to 1998, and a director of Financial Consulting Services at PricewaterhouseCoopers, from 1989 to 1993. Holds a B.B.A. in Accounting from Texas A&M University and a CPA license in Texas. Ms. Dotter has more than 30 years of experience in the real estate investment industry, including as founding partner of a suite of real estate investment vehicles with a multi-billion dollar capitalization. Ms. Dotter’s experience in the areas of accounting, finance and investments on behalf of private and public funds, as well as her public company board experience, make her highly qualified and allow her to provide valuable guidance regarding the Company’s strategy.



Kate B. Henriksen (Independent)		Principal Occupation, Business Experience and Other Public Company Directorships
Co-Chief Investment Officer of RLJ Lodging Trust Age: 49 Director Since: 2021 Board Committees: • Compensation • Nominating and Corporate Governance (Chair)		Co-Chief Investment Officer of RLJ Lodging Trust (“RLJ”), a self-advised, publicly traded real estate investment trust that owns primarily premium-branded, high-margin, focused-service and compact full-service hotels. Senior Vice President Investment & Portfolio Analysis of RLJ from 2007 to February 2019. Prior to joining RLJ in 2002, served as Director of Development Planning and Feasibility at Marriott International. Holds a B.S. from Cornell University, School of Hotel Administration, with a concentration in real estate and property asset management. Ms. Henriksen has a deep understanding of real estate investing, the real estate and hospitality industries, asset management, REIT operations and investor relations, gained from her more than 20 years of experience at RLJ and Marriott, making her highly qualified to serve on our Board and as chair of our nominating and corporate governance committee. Her experience at RLJ overseeing acquisitions and dispositions, helping to develop and implement strategy, managing assets on a strategic level, tracking investment portfolio performance, and assisting with capital raising and investor relations allow Ms. Henriksen to provide invaluable guidance to our Board in its consideration of the Company’s real estate investment opportunities and business strategy.


James E. Joseph (Lead Independent Director)		Principal Occupation, Business Experience and Other Public Company Directorships

Vice President, Advancement & Innovation and Dean of the Madden School of Business at Le Moyne College Age: 62 Director Since: 2015 Board Committees: • Compensation (Chair) • Nominating and Corporate Governance		Vice President, Advancement & Innovation and Dean of the Madden School of Business at Le Moyne College from 2014 to present and Executive-in-Residence from 2012 to 2014. President and Chief Executive Officer of Oneida Ltd. (“Oneida”), one of the world’s largest designers, marketers, and distributors of housewares products, from 2007 to 2012. President of Oneida from 2006 to 2007. Executive Vice President, Worldwide Sales and Marketing of Oneida from 2005 to 2006. Senior Vice President, Food Service of Oneida from 2000 to 2005. Senior Vice President, International Operations of Oneida from 1995 to 2000. Inducted as an honorary member of the Cornell Hotel Society at Cornell University’s School of Hotel Administration in 2010. Fellow at the Culinary Institute of America from 2009 through 2012. Member of the board of directors of the Oneida Group, formerly known as EveryWare Global, Inc., a previously publicly traded company and the parent company of Oneida Ltd. from 2012 to 2013. Holds an M.P.A. from the Maxwell School of Citizenship and Public Affairs at Syracuse University and a B.S. in Accounting from Le Moyne College. Mr. Joseph has over 25 years of experience in the consumer products, hospitality and entertainment industries, including experience as a chief executive officer, making him highly qualified to serve as a member of our Board and as our lead independent director and chair of our compensation committee. His leadership role in the dramatic turnaround of Oneida, which regained significant profitability and significantly reduced debt during Mr. Joseph’s tenure as president and chief executive officer, allows Mr. Joseph to provide valuable guidance regarding the Company’s business strategy.

Michael D. Madden (Independent)		Principal Occupation, Business Experience and Other Public Company Directorships

Managing Partner of BlackEagle Partners, LLC; Chairman of the Board of Hanover Advisors L.L.C. Age: 74 Director Since: 1992 Board Committees: • Audit • Compensation		Managing Partner and co-founder of BlackEagle Partners, LLC (formerly Centurion Capital Partners LLC), a private equity firm, from April 2005 to present. Chairman of the Board of Hanover Advisors L.L.C., investment bankers, since 1995. Director of US LBM Holdings, Inc., a specialty building materials distributor, from April 2017 to 2020. Partner of Questor Management Co., merchant bankers, from 1999 to 2005. Partner at Beacon Group Holdings, a merchant bank, from 1996 to 1999. Vice Chairman of Paine Webber Inc., an investment bank, from 1994 to 1995. Executive Vice President and Chief Origination Officer during 1994, and Executive Managing Director and Head of Global Business Development of Kidder Peabody & Co., Inc., an investment bank, from 1993 to 1994. Holds an M.B.A. in Finance from the University of Pennsylvania, Wharton School of Business and a B.A. in Economics from LeMoyne College. Mr. Madden has been an investment banker for more than 30 years and in that role has advised multiple public and private companies, making him a valuable member of our Board. Mr. Madden has extensive knowledge of capital markets and finance, which is invaluable to our Board’s planning for the Company’s capital and liquidity needs. His business experience allows him to provide strategic insight in the areas of finance and accounting and positions him well to serve on our Board.


Charles W. Porter (Independent)		Principal Occupation, Business Experience and Other Public Company Directorships

Chief Operating Officer of MG Holdings Services, LLC; Advisor and Consultant to Moffett Holdings, L.L.C. Age: 71 Director Since: 2012 Board Committees: None		Chief Operating Officer of MG Holdings Services, LLC, a private asset management company, from 2014 to present. Advisor and Consultant to Moffett Holdings, L.L.C., a private, closely-held family company, from August 2008 to present. General Manager of Sheraton Steamboat Resort, managed by Starwood Hotels & Resorts Worldwide, Inc., from 1989 to 2008. Holds a Certified Hotel Administrator certification from the American Hotel & Lodging Association Educational Institution. Mr. Porter’s over 35 years of experience in the hospitality industry, as well as experience in conceptualizing and planning two residential single-family developments and a condominium tower through entitlements, financing, construction, documentation and sales, provide him with a wealth of knowledge regarding real estate operations and make him highly qualified to serve on our Board. Mr. Porter is the designated director of LCHM Holdings pursuant to the Investor Rights Agreement dated March 15, 2012.


Neville L. Rhone, Jr. (Independent)		Principal Occupation, Business Experience and Other Public Company Directorships

Co-Founder and Managing Partner of Arc Capital Partners LLC Age: 52 Director Since: 2020 Board Committees: • Audit (Chair) • Nominating and Corporate Governance		Co-Founder and Managing Partner of Arc Capital Partners (“Arc”), a Los Angeles-based real estate investment manager that invests in the Western Sunbelt across the capital stack, from 2013 to present. Managing Director and member of the investment committee of Canyon Partners Real Estate (“Canyon”), a real estate investment company, from 2005 to 2013. Real estate private equity and investment banker at Morgan Stanley from 2000 to 2004. Active member of the Urban Land Institute and the Pension Real Estate Association. Holds an MBA from Columbia Business School and a B.S. in Civil Engineering and Master of Engineering (Civil Engineering) from Cornell University. Mr. Rhone’s over 29 years’ experience in the areas of real estate development, finance, investments, operations, entrepreneurship and executive leadership make him highly qualified to serve as a member of our Board and as chair of our audit committee. His current role at Arc, an institutional quality, minority-owned firm dedicated to corporate responsibility, where he specializes in creating walkable, urban mixed-use environments, and his roles at Canyon, where he led acquisitions in Texas, and Morgan Stanley, where he focused on investment banking and real estate, allow him to provide valuable guidance and leadership regarding the Company’s strategy.


Name of Beneficial Owner	Number of Shares Not Subject to Vesting of RSUs		Number of Shares Subject to Vesting of RSUs (1)		Total Number of Shares Beneficially Owned (2)		Percent of Outstanding Shares (3)

William H. Armstrong III (4)		543,867		65,645		609,512		[●	]%

Erin D. Pickens (5)		40,475		3,418		43,893		*

Laurie L. Dotter		4,502		—		4,502		*

Kate B. Henriksen		850		—		850		*

James E. Joseph		8,125		—		8,125		*

Michael D. Madden		42,125		—		42,125		*

Charles W. Porter		17,125		—		17,125		*

Neville L. Rhone, Jr.		950		—		950		*

All directors and executive officers as a group (8 persons)		658,019		69,063		727,082		[●	]%


Name of Beneficial Owner		RSUs
William H. Armstrong III		56,463
Erin D. Pickens		13,084
Laurie L. Dotter		2,379
Kate B. Henriksen		2,829
James E. Joseph		3,854
Michael D. Madden		3,854
Charles W. Porter		3,854
Neville L. Rhone, Jr.		2,929


Name and Address of Beneficial Owner	Total Number of Shares Beneficially Owned		Percent of Outstanding Shares (1)

Oasis Management Company Ltd. (2) 25/F, LHT Tower 31 Queen’s Road Central, Central Hong Kong		1,123,065		[●]%

Ingalls & Snyder LLC (3) 1325 Avenue of the Americas New York, New York 10019		1,108,040		[●]%

LCHM Holdings, LLC (4) 1615 Poydras Street, Suite 2279 New Orleans, Louisiana 70112		625,000		[●]%

Dimensional Fund Advisors LP (5) 6300 Bee Cave Road, Building One Austin, Texas 78746		449,602		[●]%


*Base Salary Increases*		• For the first time since 2018, the base salary of each of our NEOs was increased effective March 1, 2023: Mr. Armstrong to $750,000 and Ms. Pickens to $400,000.
*New Annual Incentive Plan (the “AIP”)*		• Beginning in 2023, annual incentive awards will be earned by our NEOs under our new AIP, which provides for awards based on the achievement of pre-established performance goals set by the compensation committee. In the compensation committee’s discretion, up to 50% of the awards may be paid in RSUs that vest in one year, with the remainder paid in cash. • The AIP and the new LTIP, which is described below, will work in tandem. For each calendar year, our NEOs will receive the greater of the incentive award payable under the AIP or the payout of awards granted under the new LTIP.
*New Long-Term Incentive Plan* *(the “LTIP”)*		• The LTIP amends and restates our Profit Plan, and is effective for participation interests approved under development projects on or after February 24, 2023. Currently outstanding participation interests granted under the Profit Plan will continue to be governed by the terms of the Profit Plan. • The LTIP incorporates new features intended to further align the awards with the overall stockholder experience and our operating performance by providing that payouts to our NEOs under the LTIP will be reduced as follows: ➣ if required NAV-based results (which will be established by the compensation committee) have not been achieved, the amounts payable will be reduced by up to 25%; and ➣ if the average of the payouts under the AIP for the objective and/or operationally-focused metrics for the three-year period preceding the year of payout (or such shorter period of time that the AIP has been in effect) is below the target level, the amounts payable will be reduced by between 5% and 10%.


	Payment Due from The Saint Mary		Payment Due from Santal Phase II		Total Payment Due from 2021 Capital Transactions		Portion Paid in Cash in 2022		Portion Paid in RSUs in 2022
Mr. Armstrong	$	767,464	$	2,815,643	$	3,583,107	$	2,000,000	$	1,583,107
Ms. Pickens	$	191,866	$	703,911	$	895,777	$	895,777		n/a


	No. of RSUs granted in 2022 for Lantana Place
Mr. Armstrong		41,012
Ms. Pickens		10,253


Name and Principal Position	Year		Salary		Bonus			Stock Awards ⁽²⁾			Non-Equity Incentive Plan Compensation			All Other Compensation ⁽⁵⁾	Total
William H. Armstrong III		2022		$500,000	$	2,000,000	⁽¹⁾		$4,311,015⁽³⁾			$0		$737,054		$7,548,069
Chairman of the Board, President and Chief Executive Officer		2021		500,000		0			998,011	⁽⁴⁾		2,000,000	⁽³⁾	63,617		3,561,628
		2020		500,000		700,000			452,750			0		45,233		1,697,983


Erin D. Pickens		2022		275,000		500,000	⁽¹⁾		546,145⁽³⁾			0		168,045		1,489,190
Senior Vice President and Chief Financial Officer		2021		275,000		0			204,200	⁽⁴⁾		895,777	⁽³⁾	69,036		1,444,013
		2020		275,000		160,000			72,446			0		51,678		559,124


	Perquisites and Other Personal Benefits ^(a)	Additional All Other Compensation
Name	Perquisites and Other Personal Benefits ^(a)	401(k) Plan Contributions	Life Insurance Premiums	Accrued Dividend Equivalents^(b)
Mr. Armstrong	$20,416	$38,900	$2,727	$675,011
Ms. Pickens	30,593	36,650	2,727	$98,075


Name	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (1)		Market Value of Shares or Units of Stock That Have Not Vested (2)
William H. Armstrong III		144,542	$	2,788,215
Erin D. Pickens		21,001		405,109


Name	Lump Sum Severance Payment		Long-Term Incentives (Unvested) (1)		Accrued Dividend Equivalents		Health and Life Benefits		Total (2)
William H. Armstrong III
• Death, Disability, or Retirement		N/A		$2,788,215		$675,011		N/A		$3,463,226
• Termination without Cause (3)	$	966,667		$2,788,215		$675,011	$	26,227		$4,456,120
• Termination with Good Reason	$	966,667		N/A		N/A	$	26,227		$992,894
• Change of Control		N/A		N/A		N/A		N/A		N/A
• Termination after Change of Control (without Cause or with Good Reason)	$	3,588,000		$2,788,215		$675,011	$	26,227		$7,077,453

Erin D. Pickens
• Death, Disability, or Retirement		N/A		$405,109		$98,075		N/A		$503,184
• Termination without Cause (3)	$	381,667		$405,109		$98,075	$	26,227		$911,078
• Termination with Good Reason	$	381,667		N/A		N/A	$	26,227		$407,894
• Change of Control		N/A		N/A		N/A		N/A		N/A
• Termination after Change of Control (without Cause or with Good Reason)	$	1,300,650		$405,109		$98,075	$	26,227		$1,830,061


Year	Summary Compensation Table Total for PEO⁽¹⁾		Compensation Actually Paid to PEO⁽²⁾		Average Summary Compensation Table Total for Non-PEO- NEO⁽³⁾		Average Compensation Actually Paid to Non-PEO- NEO⁽⁴⁾		Value of Initial Fixed $100 Investment Based on Company Total Shareholder Return⁽⁵⁾		Net Income Attributable to Common Stockholders
2022	$	7,548,069	$	4,582,260	$	1,489,190	$	1,079,053	$	87.77	$	[●	]
2021		3,561,628		4,265,458		1,444,013		1,572,155		143.41		57,394,000


				Adjust Value of Current Year’s Equity Award Grants					Adjust For Incremental *Increase/(Decrease)* in Value of All Other Outstanding Equity Award Grants
Year		SCT Total		*Subtract* Grant Date Fair Value as reported in SCT			*Add* Fair Value at 12/31		Unvested Awards as of 12/31			Vested Awards during Year		CAP
	2022	$	7,548,069		$ (4,311,015	)	$	1,986,581		$ (718,105	)	$	76,730	$	4,582,260
	2021		3,561,628		(998,011	)		1,343,618		307,193			51,030		4,265,458