D. Keith Oden
About D. Keith Oden
D. Keith Oden, age 68, is Executive Vice Chairman of Camden Property Trust (CPT) and has served on Camden’s Board since 1993; he co-founded Camden’s predecessor companies in 1982 and previously served as President from 1993–2019 and again from December 2021 to April 2024 . He holds a BBA and an MBA from the University of Texas at Austin and earlier worked as Director of Financial Planning at Century Development Corporation and as a management consultant with Deloitte, Haskins & Sells . Camden’s 2024 performance metrics tied to executive pay included Core FFO per share of $6.85, Same Property NOI growth of 1.1%, Net Debt/Adjusted EBITDAre of 3.90x, and weighted average yields on stabilized developments of 5.78% ; a $100 investment in Camden stock was valued at $129.20 at year-end 2024, indicating TSR performance amid continued Core FFO growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Camden Property Trust | President | 1993–2019; Dec 2021–Apr 2024 | Co-led growth and operations; compensation oversight influence via recommendations to the Compensation Committee |
| Camden Property Trust | Executive Vice Chairman | Jul 2019–present; also Dec 2021–Apr 2024 combined with President | Strategic leadership, compensation and goal-setting recommendations with CEO |
| Century Development Corporation | Director of Financial Planning | Prior to 1982 | Financial planning expertise applied to REIT capital and strategy |
| Deloitte, Haskins & Sells | Management Consultant | Prior to 1982 | Corporate finance and strategy skills transferable to REIT execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UT Center for Real Estate Finance (Executive Council) | Advisor, guest lecturer, panelist | Ongoing | Real estate finance thought leadership; network and talent pipeline benefits |
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $700,000 | $721,000 | $742,630 (3% increase) |
| Target Bonus (% of Salary) | 400% | 400% | 400% |
| Actual Annual Bonus ($) | $3,823,546 (cash $1,911,773; shares balance) | $3,823,546 (cash $1,911,773; shares balance) | $4,205,900 (cash $2,102,950; shares balance) |
Performance Compensation
| Metric | Weight | Target | Actual | Payout (Achievement) | Notes |
|---|---|---|---|---|---|
| Core FFO per share | 40% | $6.74 | $6.85 | 137% | Key pay-for-performance driver; reconciliations in Appendix A |
| Same Property NOI growth | 30% | 0.00% | 1.1% | 137% | Reflects operating performance |
| Net Debt/Adjusted EBITDAre | 20% | 4.75x | 3.90x | 150% | Capital structure discipline |
| Underwritten Yields on Acq./Dev. | 10% | 5.62% | 5.78% | 132% | Based on Camden Atlantic & Tempe II |
| Overall Achievement | — | — | — | 139% | Drives Performance Award cash payout |
| Award Type | Basis | Grant/Payment Details | Vesting |
|---|---|---|---|
| Annual Bonus (cash portion) | Performance vs. metrics | $2,102,950 cash for 2024 | N/A (cash) |
| Annual Bonus (share award portion) | Executive election (up to 50%) | 26,531 shares granted 2/19/2025 for 2024 bonus | 25% at grant; 25% each Feb 15 for 3 years; Oden fully vests at grant due to Retirement Eligible status |
| Annual Performance Award (cash) | Notional shares × dividend × achievement | 60,000 notional shares; $343,608 cash for 2024 (paid 2025) | N/A (cash annually) |
| Long-Term Share Award | Committee award for 2024 performance | 14,669 shares granted 2/19/2025 | Time-based over 36 months; Oden vests at grant (Retirement Eligible) |
Multi‑Year Summary Compensation
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 700,000 | 3,227,906 | 2,245,661 | 3,000 | 6,176,567 |
| 2023 | 721,000 | 4,033,131 | 2,154,173 | 3,000 | 6,911,304 |
| 2024 | 742,630 | 4,033,076 | 2,446,558 | 3,000 | 7,225,264 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 669,584 (includes 157,886 held in a family LP ~99% owned by a family trust) |
| Ownership % of Shares Outstanding | <1% (asterisk denotes less than 1%) |
| Options (Exercisable within 60 days) | 121,822 (rabbi trust) |
| Unvested Shares (as of 12/31/2024) | 0 (Retirement Eligible; all awards vest at grant) |
| Shares Pledged as Collateral | None disclosed for Oden; company discourages pledging (CEO Campo disclosed pledged shares) |
| Stock Ownership Guidelines | Exec Vice Chair: 6x salary or 40,500 shares; all senior officers in compliance |
| Hedging/Pledging Policy | Hedging prohibited; pledging generally discouraged |
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term & Auto‑Renewal | Expires July 22, 2025; automatically extends one year each July 22 |
| Non‑Compete / Non‑Solicit | 12 months post‑termination; not applicable if terminated without cause or if executive resigns for good reason |
| Severance (Without Cause/Good Reason) | Lump sum equal to 2.99× greater of current annual total compensation or 3‑year average; plus prorated target bonus |
| Change in Control (Single‑Trigger) | Benefits payable upon a change in control without termination; bonus $2,970,520 and severance $24,182,283; total $27,152,803 (same amounts across termination scenarios) |
| Vesting on Death/Disability | Full vesting of unvested awards; severance at 2.99× annual total compensation; bonus at target |
| Clawback | SEC/NYSE‑compliant recovery of erroneously awarded incentive comp for 3‑year lookback upon restatements |
| Insider Trading Policy | Prohibits short sales and derivative hedging; discourages margin/pledging |
Board Governance
- Board Service and Independence: Oden has been a Trust Manager since 1993 and is not independent as an employee; the Board has a majority of independent Trust Managers under NYSE standards .
- Committees: None; Oden is not listed as a member of Audit, Compensation, or Nominating/Corporate Governance/Sustainability committees .
- Board Leadership/Lead Independent: CEO serves as Chairman; the Board uses a robust Lead Independent Trust Manager structure (Kelvin R. Westbrook) to counterbalance dual roles and to oversee executive sessions and governance .
- Attendance: The Board met five times in 2024; all Trust Managers attended ≥80% of meetings and committee sessions .
- Director Compensation: As an employee Trust Manager, Oden receives no additional director compensation; independent Trust Managers receive cash and equity retainers .
Compensation Structure Analysis
- Cash vs. Equity Mix: More than half of senior executive compensation is equity‑based; Oden historically elects the maximum 50% of annual bonus in shares (vesting over time but fully vests at grant due to retirement eligibility), increasing equity alignment while reducing near‑term cash .
- Performance Metrics: Annual incentives emphasize Core FFO/share, Same Property NOI growth, Net Debt/Adjusted EBITDAre, and weighted average yields, with 2024 achievement at 139% .
- Equity Award Design Shift: Beginning in 2026, annual share awards transition to PSUs with a 3‑year performance period, based 50% on relative TSR and 50% on Net Debt/EBITDAre and Core FFO/share, strengthening pay‑for‑performance .
- Say‑on‑Pay Support: 2024 say‑on‑pay approval was approximately 91%, indicating strong shareholder support for the program .
Deferred Compensation
| Plan | 2024 Contributions ($) | 2024 Aggregate Earnings ($) | 2024 Withdrawals ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| Rabbi Trust | — | 2,793,113 | (6,165,193) | 19,228,662 |
| Non‑Qualified Deferred Compensation Plan | 6,460,347 (includes deferred cash and stock awards) | 5,544,967 | (12,954,416) | 47,077,602 |
| Total | 6,460,347 | 8,338,080 | (19,119,609) | 66,306,264 |
Vesting Schedules and Insider Selling Pressure
- Annual Share Awards: Time‑based vesting over three years, but Oden’s awards vest at grant due to Retirement Eligible status (achieved in 2021), increasing liquidity of equity awards upon issuance .
- Annual Bonus Share Awards: 25% immediate vesting and 25% annually over three years; accelerated at grant for Oden as Retirement Eligible .
- Deferred Plans: Significant deferred compensation balances and periodic withdrawals exist; while these may create transaction activity, hedging is prohibited and pledging is discouraged per policy .
Expertise & Qualifications
- Education: BBA and MBA, University of Texas at Austin .
- Domain Expertise: Corporate finance, capital markets, strategic planning, M&A, and public company governance; executive council role at UT Real Estate Finance Center .
- Leadership: Co‑founder and long‑tenured operator at a large S&P 500 REIT, contributing to strategy and compensation goal setting .
Investment Implications
- Alignment: Oden’s large beneficial ownership, election to receive 50% of bonuses in stock, compliance with ownership guidelines, and prohibition on hedging support alignment with shareholder interests .
- Retention Risk: Retirement Eligible status results in immediate vesting of new awards, reducing time‑based retention but balanced by continued performance‑linked cash awards and substantial equity holdings .
- Governance Considerations: The single‑trigger change‑in‑control payout (bonus plus 2.99× annual total compensation) is shareholder‑sensitive; the Board mitigates dual‑role concerns through a robust Lead Independent Trust Manager framework and majority independence .
- Performance Levers: Incentives tied to Core FFO/share, leverage discipline (Net Debt/EBITDAre), NOI growth, and development yields directly connect pay outcomes to REIT value creation drivers .
- Forward Design: The shift to PSUs in 2026 enhances multi‑year performance linkage (relative TSR and financial metrics), likely strengthening the signal quality of equity awards for investors .