Dary Stone
About R. Dary Stone
R. Dary Stone (age 71) is an independent director of Cousins Properties (CUZ), serving since 2018. He is President and CEO of R.D. Stone Interests, and currently chairs Cousins’ Nominating & Governance Committee and serves on the Sustainability Committee; the Board has also determined he would qualify as an audit committee financial expert if appointed to Audit . Stone previously served in senior leadership roles at Cousins, including Vice Chairman (2003–2011), President & COO (Feb 2001–Jan 2002), and President of Texas operations (Jan 2002–Feb 2003) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cousins Properties | Vice Chairman | Feb 2003–Mar 2011 | Senior leadership oversight |
| Cousins Properties | President & COO | Feb 2001–Jan 2002 | Operational leadership |
| Cousins Properties | President, Texas Operations | Jan 2002–Feb 2003 | Regional leadership |
| Tolleson Private Bank (private) | Director; former Audit Committee Chair | Former | Chaired audit committee (financial oversight) |
| Tolleson Wealth Management (private) | Director | Former | Governance oversight |
| Baylor University | Regent; Board Chairman | Chair: Jun 2009–Jun 2011 | Board leadership |
| Hunt Companies (private) | Director | Former | Governance oversight |
| Parkway, Inc. (NYSE:PKY) | Director | Former | Public company governance |
| Lone Star Bank | Director | Former | Banking oversight |
| Banking Commission of Texas | Chairman | Former | Regulatory oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| AIMCO (NYSE:AIV) | Chairman of the Board | Current | Multifamily REIT board leadership |
| Tolleson Private Bank | Director; former Audit Chair | Former | Private company |
| Tolleson Wealth Management | Director | Former | Private company |
| Parkway, Inc. (NYSE:PKY) | Director | Former | Public company |
| Hunt Companies | Director | Former | Private company |
| Lone Star Bank | Director | Former | Banking |
| Baylor University | Regent; Chairman | Former | Academic governance |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Sustainability Committee .
- Independence: Board determined Stone is independent; eight of nine director nominees are independent (CEO not independent) .
- Attendance: Board held six meetings in 2024; each director nominated for re-election attended at least 75% of Board and committee meetings while serving; directors also attended the prior Annual Meeting .
- Governance engagement: As Governance Chair, Stone conducted individual director interviews for the 2024 self-evaluation (covering board/committee structure, director engagement, succession, risk oversight, meeting effectiveness), delivered detailed reports to the Executive Chair and CEO and summaries in Feb 2025 .
- Audit expertise: Board determined Stone would qualify as an “audit committee financial expert” if appointed to the Audit Committee .
| Committee | Role | 2024 Meetings | Independence Noted |
|---|---|---|---|
| Nominating & Governance | Chair | 4 | All members independent under NYSE rules |
| Sustainability | Member | 3 | Committee oversight of environmental goals and reporting |
Fixed Compensation
| Year | Cash Retainer | Committee Chair Retainer | Total Fees Paid in Cash or Stock | Equity Retainer (Grant-Date Fair Value) | Incremental Value of 5% Stock Discount | Total |
|---|---|---|---|---|---|---|
| 2024 | $80,000 | $15,000 | $95,000 | $134,987 | $5,016 | $235,003 |
- Equity detail: On May 31, 2024 Stone received 5,836 shares that vested immediately; fair value based on closing price $23.13 .
- Stock in lieu of cash: Stone elected to receive shares for some/all cash fees; received 4,324 shares at 95% of market price; 5% discount captured in stock awards column .
- Options: No options currently used in director compensation; Company indicates it does not intend to grant options as part of director compensation ; no options outstanding and exercisable for directors as of Feb 27, 2025 .
Performance Compensation
| Pay Component | Performance-Linked? | Metrics/Terms |
|---|---|---|
| Annual Director Equity Retainer | No | 5,836 shares granted; immediate vesting; no performance conditions disclosed |
| Options/PSUs for Directors | Not utilized | Company does not intend to grant options for director compensation; performance RSUs are for executives, not directors |
No performance-based director pay metrics (e.g., TSR, EBITDA, ESG goals) are disclosed for non-employee directors; equity retainer is time-based with immediate vesting .
Other Directorships & Interlocks
| Company | Overlap Type | Sector Relation | Conflict Notes |
|---|---|---|---|
| AIMCO (NYSE:AIV) | Concurrent chair role | Multifamily REIT vs Cousins’ office REIT | No related-party transactions requiring Item 404(a) disclosure since Jan 1, 2024 |
| Parkway, Inc. (NYSE:PKY) | Prior director | Former public REIT | Historical only |
| Tolleson Private Bank/Wealth Mgmt | Prior director | Financial services | Historical only |
COMPENSATION COMMITTEE INTERLOCKS: None of the Compensation Committee members (Hyland, Cannada, Griffin) had interlocking relationships requiring disclosure .
Expertise & Qualifications
- Real estate operator and investor with deep sector experience in Texas and the Southeast; extensive prior C-suite roles at Cousins (Vice Chairman, COO) .
- Banking and financial oversight experience (former chair of audit committee at Tolleson Private Bank; former chair of Banking Commission of Texas) .
- Audit competency: would qualify as an audit committee financial expert if appointed .
- Board leadership: Chair of AIMCO’s board; chaired Baylor University’s board; demonstrates governance and stakeholder oversight .
Equity Ownership
| Holder | Beneficial Shares | Percent of Class | Measurement Date | Shares Outstanding |
|---|---|---|---|---|
| R. Dary Stone | 80,296 | <1% | Feb 27, 2025 | 167,910,024 |
- Ownership guidelines: Directors must hold stock equal to 5× annual cash retainer; as of July 1, 2024 directors were in compliance; average actual multiple for non-employee directors was 17× (includes unvested RS/restricted stock, excludes RSUs for directors) .
- Hedging/pledging: Company prohibits hedging/pledging; none of the directors or executive officers hold stock subject to pledge .
- Options: None outstanding and exercisable for directors or executive officers as of Feb 27, 2025 .
Insider Trades
| Period | Form 4 Transactions | Notes |
|---|---|---|
| 2024–2025 | Not disclosed in proxy | Section 16(a) compliance: all directors and executive officers filed timely; company identified no late filers |
Governance Assessment
- Strengths
- Independent director with significant sector and governance experience; chairs Nominating & Governance and actively leads annual board/committee self-evaluations via individual director interviews and reporting, enhancing board effectiveness .
- Strong ownership alignment: directors meet stock ownership guidelines (5× cash retainer); Stone elected to take equity in lieu of cash; no pledging or hedging permitted .
- No related-party transactions requiring disclosure since Jan 1, 2024; compensation committee interlocks absent; Section 16 compliance confirmed .
- Audit literacy: Board determined Stone would qualify as an audit committee financial expert if appointed .
- Watch items / potential signals
- External chair role at AIMCO creates an interlock across REIT governance; while no related-party transactions are disclosed, investors may monitor time commitments and information flows across boards .
- Attendance reported at the “≥75%” threshold for all nominees; per-director attendance rates beyond that threshold are not disclosed; continued monitoring of meeting participation is warranted .
- Broader governance context
- Independent Chair of the Board and robust governance practices (anti-hedging/pledging, clawback policy, holding periods, majority voting) support investor confidence; say-on-pay approval was 90.8% in 2024, indicating strong shareholder support for compensation oversight .
RED FLAGS: None disclosed related to related-party transactions, pledging/hedging, option repricing, or committee interlocks .