Charles Cannada

About Charles T. Cannada

Independent director at Cousins Properties Incorporated (CUZ) since 2016; age 66. Cannada is a private investor and advisor with deep finance and telecommunications experience, including serving as CFO of MCI (formerly WorldCom/LDDS) from 1989–1994 and SVP for corporate development and international ventures from 1995–2000. He previously chaired Parkway Properties’ board (2011–2013) and served as its director until the Cousins/Parkway merger, bringing expertise across accounting, capital markets, M&A, and public company governance, and is designated an Audit Committee financial expert at CUZ .

Past Roles

External Roles

Board Governance

• Independence: Board affirmed Cannada is independent under NYSE and CUZ standards .
• Committees: Audit Committee (financial expert) and Compensation & Human Capital Committee member; not on Nominating & Governance, Sustainability, or Executive Committees .
• Attendance: CUZ Board met six times in 2024; all directors nominated for re‑election attended ≥75% of Board and applicable committee meetings. CUZ typically expects attendance at annual meetings; current directors attended last year’s meeting .
• Executive sessions: Independent directors meet at least four times annually, led by non‑executive independent Chair (Robert M. Chapman) .
• Risk oversight: Audit Committee oversees financial reporting, internal controls, related‑party review, insurance, and cybersecurity; Compensation Committee oversees incentive risk; Gov Committee oversees governance policies .
• Anti‑hedging/pledging: CUZ prohibits hedging/pledging; none of executives or directors have shares pledged .

Fixed Compensation (Director)

Program changes (signals):

• Standard director retainers increased YoY: Cash $75,000→$80,000; Equity $125,000→$135,000; chair retainers increased (Cannada is not a chair) .

Performance Compensation (Director)

• CUZ director pay is not performance‑conditioned; equity retainer vests immediately and can be elected in stock for cash retainers at a 5% discount. No options or performance metrics tied to director compensation are disclosed .

Equity grant details:

• Grant date: May 31, 2024; Shares: 5,836; Fair value: $134,987; vesting: immediate .
• Stock in lieu of cash: Cannada elected 3,641 shares; 5% discount captured as incremental value .

Other Directorships & Interlocks

No related‑party transactions requiring disclosure since Jan 1, 2024 .

Expertise & Qualifications

• Finance and accounting leadership (former CFO), capital markets, corporate development/M&A, and public company governance; designated Audit Committee financial expert .
• Prior REIT board leadership (Parkway) adds sector governance context .

Equity Ownership

Ownership alignment:

• Directors must hold stock valued at 5× annual cash retainer; CUZ reports all non‑employee directors are in compliance as of July 1, 2024, with average actual multiple ~17× among directors (group metric) .
• No pledging; hedging prohibited .

Governance Assessment

• Positive signals:

  • Independence; service on Audit (financial expert) and Compensation Committees enhances oversight fidelity .
  • Strong ownership alignment: compliance with director ownership guidelines; option to take cash retainers in stock (Cannada elected stock) .
  • No related‑party transactions or compensation committee interlocks disclosed; anti‑hedging/pledging policy with no pledges .
  • Board governance practices include independent Chair, majority voting, robust evaluations, and frequent executive sessions .

• Watch items (no immediate red flags disclosed):

  • Attendance is reported at a minimum threshold (≥75%); CUZ does not disclose individual director attendance granularity beyond compliance, limiting precision on engagement intensity .
  • Director equity grants vest immediately rather than being performance‑conditioned; alignment depends on ownership guidelines and holding expectations rather than performance hurdles (standard for directors) .

• Broader investor confidence context:

  • 2024 say‑on‑pay passed with 90.83% approval, and average 2019–2024 approval was 92.7%, signaling favorable shareholder governance perceptions .
  • Green Street governance scores above average; four‑star GRESB recognition supports governance and ESG positioning .

Related-Party Exposure and Conflicts

• Audit Committee reviews and must approve any related‑party transactions; none requiring disclosure occurred since Jan 1, 2024 .
• Insider Trading Compliance Policy prohibits hedging/pledging; none of the directors have pledged shares .

Committee Assignments and Roles (Cannada)

Independence, Attendance, Engagement

• Independent director (affirmed) .
• Board meetings held: 6 in 2024; directors nominated attended ≥75% of Board and committee meetings; directors typically attend annual meeting, and did so last year .
• Executive sessions: Independent directors meet ≥4 times annually; presided by independent Chair .

Director Compensation Structure and Mix

Say-on-pay and shareholder engagement:

• 2024 say‑on‑pay approval: 90.83% .
• Active investor engagement: ~57% of shares held by active investors; management met with representatives covering 76% of those shares .

Potential Conflicts or Related Party Transactions

• None disclosed under Item 404(a) for 2024; Audit Committee reviews such matters; Section 16(a) compliance was timely for all directors .

Signals and Red Flags

• RED FLAGS: None disclosed (no pledging, no related‑party transactions, no interlocks requiring disclosure) .
• Alignment signals: Ownership guideline compliance; stock elected in lieu of cash retainer; service on key oversight committees .

Notes on Insider Trades

• CUZ reports all directors/officers complied with Section 16(a) reporting in 2024; specific Form 4 transactions are not disclosed in the proxy. No late filings identified .

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