Colin Connolly
About Colin Connolly
President and CEO of Cousins Properties since January 2019 (Director since 2019), Connolly has 20+ years in real estate investment and capital markets; age 48 as disclosed in the director slate . Over the last three years to Dec 31, 2024, CUZ delivered a total shareholder return of -19.44% vs -22.7% for the FTSE Nareit Equity Office Index; 2024 operations included 2.0M sq ft leased, 91.6% leased portfolio, +8.5% cash rent roll-up, +4.8% same-property NOI, and $895M liquidity year-end . CEO target pay is 90% at-risk with 76% in long-term equity (mix of market- and performance-conditioned RSUs and time-vested stock); 2024 say‑on‑pay support was 90.8% . Board leadership features an independent Chair and regular executive sessions of independent directors; Connolly is not independent due to his CEO role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cousins Properties | President & CEO | 2019–Present | Leads strategy to build premier Sun Belt “lifestyle office” REIT; capital markets and investment track record . |
| Cousins Properties | President & COO | Jul 2017–Dec 2018 | Senior operating leadership during portfolio growth and capital allocation discipline . |
| Cousins Properties | EVP & COO | Jul 2016–Jul 2017 | Portfolio operations leadership . |
| Cousins Properties | EVP & Chief Investment Officer | Dec 2015–Jul 2016 | Led investments and capital markets . |
| Cousins Properties | SVP & Chief Investment Officer | May 2013–Dec 2015 | CIO for acquisitions/development . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No additional public-company directorships or external committee roles are listed in Connolly’s proxy biography; CEO also serves as a CUZ Director (no extra board pay) . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 730,000 | 750,000 | 768,750 |
| All Other Compensation ($) | 35,428 | 37,956 | 61,979 (incl. $24,600 personal security) |
Notes:
- 2024 base salary approved at $768,750 effective for the year; peer benchmarking indicated Connolly’s comp remained below peer median .
- Perquisites generally not provided above reporting threshold; exception for CEO personal security in 2024 at $24,600 .
Performance Compensation
Annual Incentive (Cash)
- Target bonus: 130% of base salary (unchanged 2023→2024) .
- 2024 actual payout: $1,422,111 (142.3% of target) .
| Item | 2024 Detail |
|---|---|
| Target % of Salary | 130% |
| Target $ | $999,375 |
| Actual Payout $ | $1,422,111 |
| Overall Payout vs Target | 142.3% |
| Bonus Cap | 150% of target; components capped at 200% . |
2024 Incentive Plan Metrics and Outcomes
| Metric | Weight | Target Design | Actual Result | Component Payout |
|---|---|---|---|---|
| FFO/share | 40% | Threshold/Target/Max set vs 2024 guidance midpoint; linear interpolation | Above target (benefited from 2024 transactions and financing) | 174% |
| Leasing Volume (sq ft) | 25% | 1.5M sq ft goal | 2.0M sq ft; 60% in 2H24 | 135% |
| Net Effective Rent (NER) | 25% | Weighted average at/above budget; lease-level basis | ~+15% vs 2023; above budget | 115% |
| Corporate Responsibility | 10% | 4 sub-metrics: GRESB (4 Stars), Fitwel coverage, Culture (Top Workplaces), Green Street score | 100%/108%/100%/100% achieved respectively | Weighted 10% total |
Long-Term Incentive (Equity)
- Mix: 42% Market RSUs (relative TSR vs FTSE Nareit Equity Office Index), 18% Performance RSUs (3-yr FFO/share), 40% time-vested restricted stock; RSUs cliff vest after 3 years if conditions met; restricted stock vests ratably over 3 years .
- 2024 grant date: Feb 16, 2024; grant-date price $23.61; Monte Carlo fair value for Market RSUs $36.01 .
| 2024 LTI Component (Connolly) | Shares/Units | Vesting | Performance Curve |
|---|---|---|---|
| Restricted Stock | 79,627 | Ratable over 3 years (anniversary of 2/16/2024) | — |
| Market RSUs (TSR) | 83,609 target | Cliff at end of 2024–2026 if TSR hurdle met | 0% <30th pct; 35% @30th; 100% @50th; 200% @75th+ (linear) |
| Performance RSUs (FFO) | 35,832 target | Cliff at end of 2024–2026 if FFO target met | 0% ≤60% target; 100% @100%; 200% @140%+ (linear) |
Realization and Vested Equity
- 2022 LTI cycle (2022–2024): TSR at 76.4th percentile (200% payout); FFO at 95% of target (87.5% payout); weighted 166.3% payout; Connolly settled 74,066 TSR RSUs and 13,887 FFO RSUs plus $362,427 DEUs on Jan 31, 2025 .
- 2024 vesting: Connolly acquired 117,173 shares on vesting (RS + RSUs), with value $2,900,559; includes 73,254 Market+Performance RSUs from 2021 cycle .
Multi‑Year Pay Mix (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 730,000 | 750,000 | 768,750 |
| Stock Awards (grant-date fair value) | 3,828,832 | 4,602,915 | 5,736,747 |
| Non-Equity Incentive (Annual Bonus) | 978,419 | 1,265,550 | 1,422,111 |
| All Other Compensation | 35,428 | 37,956 | 61,979 |
| Total | 5,572,679 | 6,656,421 | 7,989,587 |
Equity Ownership & Alignment
- Beneficial ownership (as of Feb 27, 2025): 251,485 shares beneficially owned; 140,760 shares of restricted stock; each less than 1% of class .
- Unvested equity at FY-end 2024: 221,131 unvested restricted shares (market value $6,775,454) and 213,478 unearned RSUs (market value $6,540,966) .
- Ownership guidelines: CEO required to hold 4x salary; Connolly in compliance; average actual multiple 27x including unvested RSUs (15x excluding RSUs); 24‑month post‑vest holding of 50% after-tax shares .
- Hedging/pledging: Prohibited; none of the directors/executives have pledged shares .
- Holding cadence and potential windows: annual time‑vested restricted stock vests on each Feb 16 anniversary; performance/market RSUs cliff‑vest after three-year periods (e.g., 2024–2026), which can create episodic liquidity events around late Jan/Feb settlement/vesting dates .
Employment Terms
- Employment status: At‑will; no employment agreements .
- Clawback: NYSE/SEC‑compliant recoupment policy covering cash/equity incentive comp upon restatement (3‑year lookback) .
- Change‑in‑Control (CIC): Double‑trigger severance; CEO receives 3.0x (salary + average cash bonus over prior 3 years) plus two years of health benefits; “best‑net” cutback (no 280G gross‑ups); non‑compete (2 years; 15‑mile radius of projects); requires Protective Covenant and Waiver/Release .
- Definitions: “Cause” includes felony, fraud, or material malfeasance; “Good Reason” includes salary/bonus eligibility reduction, significant duty reduction, >35‑mile relocation, or loss of comparable benefits .
- Rule of 65 retirement: service‑conditioned RSUs vest; Market/Performance RSUs keep performance condition but waive service; not applied to restricted stock .
Potential Payments (as of Dec 31, 2024)
| Scenario (Connolly) | Cash | Accelerated Restricted Stock | Accelerated RSUs (at target) | Health & Welfare | Total |
|---|---|---|---|---|---|
| Involuntary/Good Reason termination after CIC | $5,623,109 | $4,080,574 | $8,161,944 | $52,376 | $17,918,003 |
| Termination without cause (no CIC) | $256,250 | — | — | — | $256,250 |
| Death | — | $4,080,574 | $8,161,944 | — | $12,242,518 |
Board Governance
- Role and independence: Connolly is a Director and CEO (not independent); Board has a non‑executive independent Chair (Robert M. Chapman); independent directors meet in executive session at least four times annually .
- Board/committee service: Member, Sustainability Committee and Executive Committee .
- Board meetings/attendance: Board held six meetings in 2024; all nominees attended ≥75% of Board and committee meetings while serving .
- Director compensation: CEO receives no additional compensation for Board service .
- Hedging/pledging/insider trading policy and training: Prohibits hedging and pledging; annual training; structured grant timing post‑earnings releases .
- Say‑on‑pay and shareholder engagement: 2024 say‑on‑pay approval 90.8%; average 2019–2024 approval 92.7%; company met with holders representing 76% of active shares on governance/compensation topics .
Compensation Structure Analysis
- Mix and risk: 90% of CEO target pay at‑risk in 2024; 60% of LTI is performance/market‑conditioned (TSR and FFO), aligning outcomes with investors; no options, no repricing .
- Metric rigor: FFO/share target set against guidance midpoint; leasing and NER goals sized to portfolio opportunity; corporate responsibility adds 10% with third‑party benchmarks (GRESB, Green Street) .
- Peer benchmarking: Independent consultant Ferguson Partners; CEO total comp historically below peer median; 2024 LTI target increased to remain competitive .
- Shareholder‑friendly terms: Double‑trigger CIC, best‑net cutback (no gross‑ups), robust ownership guidelines and 24‑month post‑vest holds .
Performance & Track Record
- Portfolio execution (2024): 2.0M sq ft leased (70% new/expansion), cash rent roll‑up +8.5%; ended 2024 at 91.6% leased; same‑property NOI +4.8% .
- Capital allocation: Acquired major assets in Charlotte (Vantage South End, $328.5M) and Austin (Sail Tower, $521.8M); issued $900M unsecured notes and ~15.5M shares to fund growth and strengthen balance sheet; liquidity $895M YE24 .
- Shareholder returns: 3‑yr TSR -19.44% vs -22.7% Office Index, reflecting sector headwinds; LTI outcomes tie to relative TSR and cumulative FFO/share .
Equity Ownership Tables
Beneficial Ownership and Unvested Awards
| Item | Amount |
|---|---|
| Shares Beneficially Owned (2/27/2025) | 251,485 (<1%) |
| Restricted Stock (beneficial ownership table) | 140,760 |
| Unvested Restricted Shares (12/31/2024) | 221,131 ($6,775,454) |
| Unearned RSUs (12/31/2024; at target) | 213,478 ($6,540,966) |
Stock Vested and Settlements
| Item | Connolly |
|---|---|
| Shares Acquired on Vesting in 2024 | 117,173 |
| Value Realized on Vesting 2024 | $2,900,559 |
| 2022 LTI Cycle Settlement (TSR/FFO RSUs) | 74,066 / 13,887 shares; DEUs $362,427; total $3,047,632 (settled 1/31/2025) |
Employment & Contracts (Key Terms)
| Term | Connolly |
|---|---|
| Employment Agreement | None (at‑will) |
| Clawback | NYSE/SEC‑aligned recoupment for 3 years |
| CIC Cash Multiple | 3.0x (salary + 3‑yr avg cash bonus) |
| Health Benefits (CIC) | 2 years |
| Equity Treatment (CIC) | RS/RSUs accelerate at target on qualifying termination post‑CIC (double trigger) |
| Non‑Compete/Non‑Solicit | 2 years; 15‑mile radius; protective covenants required for severance |
| Tax Gross‑Up | None; “best‑net” cutback |
Director Service Details (Dual‑Role Implications)
- Director since 2019; serves on Sustainability and Executive Committees (adds strategic and ESG oversight exposure) .
- Not independent due to management role; Board mitigates with independent Chair structure and all‑independent key committees; executive sessions held without management at least quarterly .
- CEO receives no additional compensation for board service (avoids dual‑pay concern) .
Say‑on‑Pay, Peer Group, and Committee Oversight
- Say‑on‑pay: 90.8% approval in 2024; 92.7% average 2019–2024 .
- Compensation Committee: Independent directors; advised by Ferguson Partners (independent) .
- Benchmark peer set: 11 office REITs; focus on size/portfolio scale; no options outstanding and no repricing policy .
Risk Indicators & Red Flags
- No hedging/pledging; robust ownership/holding periods; no option repricing; no 280G gross‑ups; double‑trigger CIC; clawback policy in place .
- Related‑party transactions: None requiring disclosure since Jan 1, 2024 .
Investment Implications
- Pay-for-performance alignment is strong: majority at-risk with explicit multi-year TSR and FFO hurdles; ownership multiples and 24‑month post‑vest holds further tie outcomes to long-term value .
- Retention risk moderate: competitive benchmarking increased CEO LTI target; double‑trigger 3.0x CIC enhances stability through potential strategic events but represents meaningful M&A cost consideration .
- Potential trading signals: vesting/settlement cadence clustered around late Jan/Feb (performance cycles and Feb 16 anniversaries), which can create episodic supply from tax/withholding dispositions; no pledging/hedging reduces forced-sale risk .
- Execution record mixed given sector headwinds: strong operating metrics (leasing, NOI growth, liquidity) but negative 3‑yr TSR; incentive outcomes (FFO/leasing/NER outperformance) suggest management delivering on controllables despite macro drag .