Mark D. Gibson
About Mark D. Gibson
Independent Trust Manager at Camden Property Trust since 2020; age 66. Currently CEO, Capital Markets, Americas at Jones Lang LaSalle (JLL) with deep real estate capital markets and public-company M&A experience. Holds a BBA from the University of Texas at Austin; serves on Camden’s Audit Committee and is designated an “audit committee financial expert.” Independence affirmed by the Board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Lang LaSalle (JLL) | CEO, Capital Markets, Americas | Current | Large-scale public-company M&A insights; executive leadership |
| HFF, Inc. | Chief Executive Officer | 2014–2019 | Strategic and governance leadership at a public company |
| HFF, Inc. | Director and Vice Chairman | 2006–2014 | Board role; corporate governance exposure |
| HFF LP | Executive Managing Director | 2003–2006 | Senior operating leadership |
| HFF LP | Co-Head, Dallas Office; Senior Vice President | 1993–2010 | Market leadership; team management |
External Roles
| Organization | Role | Tenure | Impact |
|---|---|---|---|
| Texas Real Estate Council of Dallas | Chairman | Prior service | Industry leadership; policy and market advocacy |
| UT Real Estate Finance and Investment Center | Chairman | Prior service | Academic-industry interface; real estate finance thought leadership |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent under NYSE standards |
| Board service | Trust Manager since 2020 |
| Committee assignments | Audit Committee member; “audit committee financial expert” |
| Audit Committee meetings (2024) | 5 |
| Board meetings (2024) | 5 |
| Attendance (2024) | All Trust Managers attended ≥80% of Board/committee meetings; Gibson met this threshold |
| Executive sessions | Regular executive sessions of independent Trust Managers before/after each Board meeting |
Fixed Compensation
| Year | Fees Earned/Paid in Cash | Committee Cash Detail | Notes |
|---|---|---|---|
| 2024 | $12,500 | Audit Committee member fee: $12,500 | Elected to receive $80,000 annual retainer in shares (valued at 150% of cash if elected in shares) |
Board-wide fee framework (context): annual cash fee $80,000 (electable in shares at 150% of cash), plus role-based cash fees (Audit Chair $30,000; Audit member $12,500; Compensation Chair $25,000; Compensation member $10,000; NCG&S Chair $20,000; NCG&S member $8,000). Effective May 9, 2025: Lead Independent +$40,000; NCG&S member +$9,000; annual director equity award increased to $120,000.
Performance Compensation
| Grant Date | Award Type | Grant Date Fair Value | Vesting |
|---|---|---|---|
| May 10, 2024 | Annual fully vested share award | $110,035 | Fully vested at grant |
| May 10, 2024 | Annual retainer elected in shares (150% of cash) | $120,048 | 25% at grant; 25% on each of the next three years; accelerated vesting at age ≥65 |
Director Compensation (FY2024): Fees Earned/Paid in Cash $12,500; Stock Awards $230,083; Total $242,583.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None |
| Public company boards in last 5 years | None |
| Notable external role (employment) | CEO, Capital Markets, Americas at JLL |
| Interlocks with CPT peers/competitors | None disclosed |
Oversight on related-person transactions resides with the Nominating, Corporate Governance, and Sustainability (NCG&S) Committee.
Expertise & Qualifications
- Real estate capital markets operator with extensive transactional experience (CEO role at HFF/JLL).
- Audit Committee financial expert; accounting/financial management proficiency.
- Industry leadership positions (Texas Real Estate Council; UT Real Estate Finance & Investment Center).
- BBA, University of Texas at Austin.
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (as of Mar 14, 2025) | 10,134 shares; less than 1% of class |
| Unvested director share awards (12/31/2024) | — (age-based acceleration at ≥65 years) |
| Options | None outstanding for independent Trust Managers |
| Ownership guidelines | Non-employee Trust Managers must hold shares ≥5× annual cash fee within 5 years; all currently compliant |
| Hedging/pledging | Hedging prohibited; pledging discouraged; margin accounts discouraged |
Governance Assessment
- Board effectiveness: Audit Committee membership with “financial expert” designation strengthens oversight of financial reporting, internal controls, risk, cybersecurity, and auditor independence. Attendance met Board standards in 2024.
- Independence and alignment: Independent status with no other public boards reduces interlocks; elected to take retainer in shares and received annual equity grant, enhancing alignment with shareholders.
- Compensation structure quality: Transparent director pay mix combining role-based cash fees with equity grants; equity awards vest over time (with retirement-age acceleration), and annual equity increased to maintain peer alignment in 2025.
- Related-party/conflict controls: NCG&S Committee oversees related-person transactions; company-wide policies prohibit hedging and discourage pledging, reducing misalignment risk. Monitoring point: employment at JLL could create potential vendor interactions, which would fall under NCG&S review if any arise.
- Shareholder sentiment context: Say‑on‑pay for NEOs received ~91% support in 2024, indicating overall investor confidence in Camden’s compensation governance framework.
RED FLAGS
- None disclosed specific to Gibson in the 2025 proxy: no options outstanding; no unvested director awards (age-based acceleration); independence affirmed; hedging prohibited and pledging discouraged. Continue monitoring for any related-party transactions linked to external employment.