Richard J. Campo
About Richard J. Campo
Richard J. Campo is Chairman of the Board and Chief Executive Officer of Camden Property Trust; he has served on the Board since 1993 and co-founded Camden’s predecessor companies in 1982. He holds a Bachelor’s Degree in Accounting from Oregon State University and previously worked in the finance department of Century Development Corporation . Age: 70; Board service since 1993; Executive Committee Chair . Performance context: Core FFO per share was $6.85 in 2024, Same Property NOI growth was 1.1%, Net Debt/Adjusted EBITDAre was 3.90x, and weighted average yields on stabilized developments were 5.78% . Pay-versus-performance disclosure shows ongoing linkage of CEO compensation to TSR, Net Income, and Core FFO per share; Core FFO per share tracked at $6.85 in 2024 and the press release noted Q1 2025 outperformance and a raised FY25 Core FFO guidance midpoint to $6.78 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Camden Property Trust | Chairman of the Board and CEO | 1993–present | Co-founder; leadership across corporate finance, capital markets, strategic planning, and M&A |
| Camden predecessor companies | Co-founder | 1982–1993 | Built platform for multifamily REIT operations |
| Century Development Corporation | Finance department | Prior to 1982 | Foundational finance experience supporting later REIT leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None (public companies, past 5 years) | — | — | Company discloses no current or past 5-year public directorships for Campo |
Board Governance and Service
- Board leadership: CEO and Chairman is combined in Campo; Camden uses a Lead Independent Trust Manager (Kelvin R. Westbrook) with robust responsibilities to counterbalance and ensure independent oversight .
- Committees and roles: Campo chairs the Executive Committee; independent managers chair Audit (Brunner), Compensation (Khator), and Nominating, Corporate Governance & Sustainability (Sevilla-Sacasa). Campo is not a member of the three independent committees .
- Board independence: Majority independent; only Campo and Oden are employees .
- Meeting cadence and attendance: Board met five times in 2024; all Trust Managers attended ≥80% of meetings of the Board and committees on which they served .
- Board refreshment and retirement policy: Independent Trust Managers generally do not stand for election after age 75 (exceptions possible); ongoing refreshment since 2017 .
Dual-role implications: Combined CEO/Chair can elevate entrenchment and independence concerns; Camden’s governance includes annual election by majority vote, independent committees, regular executive sessions without management, and a Lead Independent Trust Manager empowered to set agendas and liaise between independent managers and the CEO to mitigate risks .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $700,000 | $721,000 | $742,630 |
| Target Annual Bonus (% of Salary) | 400% | 400% | 400% |
| Summary Compensation Total ($) | $6,176,567 | $6,911,304 | $7,224,768 |
Notes: 2024 base salaries increased 3% YoY aligned to peer market levels . Say-on-pay received ~91% approval at the 2024 Annual Meeting .
Performance Compensation
Annual Bonus (Structure and 2024 Payout)
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Annual Bonus ($) | $3,823,434 (cash + shares) | $3,823,532 (cash + shares) | $4,205,900 (cash + shares) |
| Portion Paid in Cash ($) | $1,911,773 | $1,911,773 | $2,102,950 |
| Portion Paid in Shares (Count; $ value) | 12,594 shares; $2,062,519 | 24,394 shares; $2,867,759 | 30,057 shares; $2,867,738 |
| Vesting (bonus shares) | 25% at grant; 25% each next 3 years; Campo’s awards vest immediately due to Retirement Eligibility |
Notes: NEOs may elect up to 50% of annual bonus in shares valued at two-thirds of closing price (i.e., 150% of cash amount), promoting retention and alignment; all NEOs elected the maximum in 2024 .
2024 Performance Award Program (Corporate Metrics and Outcomes)
| Metric | Weighting | Threshold | Target | Max | Actual | Achievement |
|---|---|---|---|---|---|---|
| Core FFO per share | 40% | $6.59 | $6.74 | $6.89 | $6.85 | 137% |
| Same Property NOI growth | 30% | (1.50%) | 0.00% | 1.50% | 1.1% | 137% |
| Net Debt/Adjusted EBITDAre | 20% | 5.00x | 4.75x | 4.50x | 3.90x | 150% |
| Weighted Average Yields (stabilized dev.) | 10% | 5.37% | 5.62% | 5.87% | 5.78% | 132% |
| Total | 100% | — | — | — | — | 139% |
| Campo 2024 Performance Award (Cash) | Value |
|---|---|
| Notional Shares Held | 60,000 |
| Performance Award Cash Payment (paid in 2025 for 2024) | $343,608 |
Long-Term Incentive Awards
| Award Type | Grant Date | Shares | Vesting | Notes |
|---|---|---|---|---|
| Annual Share Award | Feb 19, 2025 | 14,669 | Immediate (Retirement Eligible) | Granted due to strong 2024 performance |
| Annual Bonus Share Award (from 2024 bonus) | Feb 19, 2025 | 26,531 | Immediate (Retirement Eligible) | Bonus share conversion at two-thirds price; value 150% of cash |
Forward design change: Beginning 2026, annual share awards will be PSUs with a three-year performance period, split 50% on relative TSR and 50% on financial measures (Core FFO/share and Net Debt/EBITDAre), enhancing performance-based equity .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 391,433 |
| Unvested Awards Outstanding (12/31/2024) | None (Retirement Eligible – awards vest at grant) |
| Shares Acquired on Vesting in 2024 | 42,271 shares; $4,033,076 value |
| Shares Pledged as Collateral | 106,514 shares pledged to a financial institution (margin/pledge discouraged by policy) |
| Ownership Vehicles | Includes 285,779 shares via family limited partnership (≈99% owned by family trust; ≈1% by Campo) and 3,929 shares via estate where Campo is trustee |
| Stock Ownership Guidelines (CEO) | 6× salary or 40,500 shares; all senior officers currently in compliance |
| Hedging/Pledging Policy | Hedging prohibited; pledging generally discouraged; margin accounts discouraged |
Pledging red flag: 106,514 pledged shares introduce potential forced-sale risk under adverse conditions; governance policies discourage pledging and prohibit hedging .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | Campo’s employment agreement expires July 22, 2025; auto-extends one year annually on July 22 |
| Non-Compete / Non-Solicit | 12 months post-termination; not applicable if termination without cause or, for Campo, resignation for good reason |
| Bonus Eligibility | Target bonus set by Compensation Committee; eligible for long-term equity awards |
| Severance (No Cause / Good Reason) | Lump sum equal to 2.99× the greater of current annual total compensation or average of prior three years; plus prorated target bonus and benefits continuation for one year (offset for comparable benefits) |
| Change-in-Control (CIC) | Campo entitled to severance benefits upon CIC regardless of termination (“single-trigger”), plus prorated target bonus; vesting accelerates for awards under death/disability; CIC table shows identical totals with or without termination |
| Clawback Policy | Compliant with SEC/NYSE; recovers erroneously awarded incentive comp for three fiscal years preceding a required restatement |
| Insider Trading Policy | Prohibits short sales and hedging; sets blackout windows |
Potential Payments Upon Termination or CIC (As of 12/31/2024)
| Scenario | Bonus ($) | Severance ($) | Options/Awards ($) | Tax Gross-Up ($) | Total ($) |
|---|---|---|---|---|---|
| Without Cause | 2,970,520 | 24,182,283 | — | — | 27,152,803 |
| Death or Disability | 2,970,520 | 24,182,283 | — | — | 27,152,803 |
| CIC with Termination | 2,970,520 | 24,182,283 | — | — | 27,152,803 |
| CIC without Termination | 2,970,520 | 24,182,283 | — | — | 27,152,803 |
Legacy gross-up note: Company states any tax gross-up provisions exist only in pre-2013 agreements; no new arrangements include gross-ups .
Compensation Structure Analysis
- Equity-heavy mix and at-risk pay: More than half of NEO compensation is non-cash, multi-year equity; bonus share elections and vesting structures further tie comp to share performance; clawback policy enforced .
- Metric rigor: Annual performance awards rely on quantifiable REIT-operational metrics (Core FFO/share, Same Property NOI, Net Debt/EBITDAre, yields) with threshold/target/max bands; 2024 achievement was 139% overall .
- Shift to PSUs in 2026: Introduction of PSUs linked to relative TSR and financial metrics increases direct pay-for-performance sensitivity vs. time-based shares .
- Peer benchmarking: Compensation Committee uses CBIZ and a defined REIT peer group (AvalonBay, Equity Residential, Essex, UDR, MAA, Invitation Homes, etc.) to calibrate pay .
- Say-on-pay support: ~91% approval at 2024 meeting supports the program’s shareholder acceptance .
Performance & Track Record
| Performance Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 (Camden TSR) | $2,808,294 | $3,682,054 | $3,674,346 | $4,178,445 | $4,710,971 |
| Net Income ($000) | $128,579 | $312,376 | $661,508 | $410,553 | $170,840 |
| Core FFO per Share | $5.10 | $5.39 | $6.52 | $6.82 | $6.85 |
Q1 2025 operations: Core FFO $1.72 per diluted share (vs. $1.70 Q1 2024); occupancy 95.4%; raised FY25 Core FFO guidance midpoint to $6.78; CEO commentary highlighted revenue and interest expense outperformance .
Equity Ownership & Director Compensation (Board context)
- Independent director cash fees: $80,000 annual fee in 2024; incremental fees for roles (Lead Independent $35,000; Audit Chair $30,000; Compensation Chair $25,000; NCG&S Chair $20,000; committee member fees). Equity grants: ~$110,000 fully vested at re-election; option to take fees in shares (150% of cash) with 4-year vest; certain age-related accelerated vesting .
- Campo and Oden receive no additional director pay as employees; their compensation is in NEO tables .
Compensation Peer Group (2024)
American Homes 4 Rent; AvalonBay Communities; Brixmor Property Group; CubeSmart; Douglas Emmett; Equity LifeStyle Properties; Equity Residential; Essex Property Trust; Federal Realty; Gaming & Leisure Properties; Invitation Homes; Kimco Realty; Mid-America Apartment Communities; NNN REIT; Sun Communities; The Macerich Company; UDR; Uniti Group .
Risk Indicators & Red Flags
- Single-trigger CIC cash severance (benefits paid even without termination for Campo/Oden): Governance risk; increases transaction-related payouts independent of job loss .
- Pledging: Campo has 106,514 shares pledged; company discourages pledging, prohibits hedging .
- Large severance multiple: 2.99× annual total compensation; material payout risk under various scenarios .
- Clawback adopted; hedging prohibited; regular executive sessions and majority independent board mitigate some governance concerns .
Equity Ownership & Alignment Table (Detailed)
| Item | Count / Value |
|---|---|
| Beneficial ownership (Campo) | 391,433 shares |
| Pledged shares | 106,514 shares |
| Family LP holdings | 285,779 shares via family LP structures |
| Unvested awards outstanding at 12/31/2024 | None (Retirement Eligible) |
| Shares vested (2024) | 42,271 shares; $4,033,076 realized |
| Notional shares for Performance Award | 60,000 |
| Ownership guideline status | In compliance (CEO guideline: 6× salary or 40,500 shares) |
Employment & Contracts Table (Key Economics)
| Provision | Terms |
|---|---|
| Agreement auto-renewal | Annual one-year extension on July 22 |
| Severance (No Cause / Good Reason) | 2.99× annual total comp; plus prorated target bonus; benefits continuation |
| CIC triggering | Benefits payable with or without termination (single-trigger) |
| Non-compete / Non-solicit | 12 months; exceptions for no-cause or good-reason terminations |
| Clawback | Three-year lookback upon restatement (SEC/NYSE standard) |
Performance Compensation Detail Table (2024 Payouts)
| Component | Structure | Campo 2024 Outcome |
|---|---|---|
| Annual Cash Bonus | Target 400% of salary; paid in cash and shares | $2,102,950 cash; 30,057 shares via bonus conversion |
| Bonus Share Vesting | 25% at grant; 25% annually for 3 years; Retirement Eligible vests immediately | Immediate vesting for Campo |
| Performance Award (cash) | % of dividends × notional shares; based on corporate metric achievement | $343,608 cash in 2025 for 2024 (60,000 notional shares; 139% achievement) |
| Annual Share Award (LT equity) | Time-based vest over 3 years; Retirement Eligible immediate | 14,669 shares granted 2/19/2025 (vest at grant) |
| Bonus Share Award (LT equity) | From bonus election; vest schedule as above | 26,531 shares granted 2/19/2025 (vest at grant) |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval approximately 91%; Compensation Committee maintained approach, continued emphasis on variable and equity-based compensation .
Expertise & Qualifications
- Financial and real estate expertise; corporate finance, capital markets, strategic planning, M&A; extensive governance experience; Bachelor’s in Accounting (Oregon State University) .
Investment Implications
- Alignment: Strong pay-for-performance constructs tether incentives to REIT-operational metrics (Core FFO/share, NOI, leverage, yields), with enhanced PSU design planned for 2026; this supports disciplined capital allocation and operational focus .
- Governance risks: Combined CEO/Chair with single-trigger CIC severance and significant 2.99× severance multiple elevate payout risk in transactions; mitigants include a robust Lead Independent role, majority-independent committees, and executive sessions .
- Ownership and selling pressure: Immediate vesting due to Retirement Eligibility increases liquidity of awards; large pledged-share position (106,514) is a watchpoint for forced-sale dynamics in stress scenarios; the company discourages pledging and enforces hedging prohibitions and ownership guidelines .
- Performance outlook: Q1 2025 results exceeded guidance midpoints and FY25 Core FFO guidance was raised; ongoing operational performance supports incentive payouts and potential TSR alignment, but macro uncertainty and leasing trends warrant monitoring .