Gregg Adzema
About Gregg Adzema
Executive Vice President and Chief Financial Officer of Cousins Properties since November 2010, responsible for accounting, tax, treasury, capital markets, FP&A, IR, and IT. Education: B.A. Economics and B.A. Speech Communications (UNC‑Chapel Hill) and MBA (Georgetown). Age 59 (as of 2025). He currently serves on UNC’s Board of Visitors and previously served on the boards of the Atlanta Ballet and Charlotte Ballet. Three‑year TSR to 12/31/2024 was −19.44%; 2024 FFO per share was $2.69, with revenue and EBITDA expanding versus 2022.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Summit Properties (NYSE REIT) | EVP & CFO | 1996–2005 | Led the company’s sale to Camden Property Trust, demonstrating transaction execution and capital markets leadership. |
| Two advisory/real estate firms (Charlotte, NC) | CIO & EVP | Immediately before joining Cousins (2010) | Senior investment leadership; advisory and real estate firm execution. |
| Arthur Andersen; PulteGroup; Wells Fargo | Senior finance/investment roles | Not disclosed | Built foundational expertise across audit, homebuilding, and banking environments. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of North Carolina at Chapel Hill | Board of Visitors | Current | University governance and alumni engagement; network development. |
| Atlanta Ballet; Charlotte Ballet | Board member | Prior service | Cultural institution governance; community leadership. |
Fixed Compensation (2024)
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $522,750 | Increased from $510,000 in 2023 to remain competitive. |
| Target Bonus % of Base | 100% | Unchanged from 2023. |
| Actual Annual Bonus Paid | $743,873 | Reflects 142.3% overall performance achievement. |
| All Other Compensation | $37,379 | $10,350 Retirement Savings Plan automatic contribution; $27,029 insurance premiums; no perqs reported. |
Performance Compensation (structure and 2024 outcomes)
Annual Incentive Plan (2024)
| Metric | Weighting | Target (design) | Actual Outcome | Payout Factor |
|---|---|---|---|---|
| FFO per share performance | 40% | Midpoint of 2024 FFO guidance; linear between threshold/maximum | Above target, driven by acquisitions, debt investments, financing; leasing interest savings | 174% |
| Leasing Activity Volume | 25% | 1.5M sq. ft. office leasing | Achieved 2.0M sq. ft.; weighted calc 135% | 135% |
| Net Effective Rent (NER) | 25% | Average NER ≥ budget per‑lease; weighted variance included | 115% (approx. +15% over 2023 NER on executed leases) | 115% |
| Corporate Responsibility (4 sub‑goals) | 10% | GRESB ≥ 4 Stars; Fitwel ≥ 52% portfolio; culture; Green Street governance > REIT avg | 100%, 108%, 100%, 100% respectively | Components 100–108% |
Maximum payout per component capped at 200%, overall plan cap 150%; 2024 total payout achieved 142.3% of target.
Long‑Term Incentive (LTI) Grants (Feb 16, 2024)
| Instrument | Mix | Grant Units (Adzema) | Vesting/Performance Conditions |
|---|---|---|---|
| Restricted Stock | 40% of target | 24,566 shares | Ratable over 3 years; service only. |
| Market RSUs (TSR) | 42% | 25,794 units | 3‑yr relative TSR vs FTSE Nareit Equity Office Index; 30th/50th/75th percentile thresholds (35%/100%/200%) |
| Performance RSUs (FFO) | 18% | 11,055 units | 3‑yr aggregate FFO/share target; 60%/100%/140% payout scale (0%/100%/200%) |
LTI grant target value for Adzema: $1,450,000.
LTI Realization (2022 awards, performance period to 12/31/2024; settled 1/31/2025)
| Component | Adzema Shares Earned | DEUs | Payout Summary |
|---|---|---|---|
| TSR‑based RSUs | 25,596 shares | Included in DEUs total | Market RSUs paid at 200% (76.4th percentile); Performance RSUs at 87.5%; weighted average 166.3% |
| FFO‑based RSUs | 4,799 shares | $125,250 cash DEUs | Settlement price $30.53 per share; combined settlement $1,053,209 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (common) | 77,003 shares; plus 44,707 restricted stock (beneficial voting) |
| % of Shares Outstanding | <1% (individual); group of directors/executives 1.47% |
| Unvested Stock/Units (12/31/2024) | 72,276 unvested shares/units; $2,214,537 market value; 66,666 unearned RSUs (market/perf); $2,042,646 market value |
| 2024 Vesting | 43,729 shares vested; includes 15,093 restricted stock and 28,636 RSUs; DEUs of $114,899 |
| Ownership Guidelines | EVPs required to hold 2× base salary; all executives in compliance (as of 3/1/2025) |
| Holding Period | Must hold 50% of after‑tax shares from awards for 24 months after vesting |
| Hedging/Pledging | Prohibited; none of executives/directors hold pledged stock |
Implication: Significant unvested equity and mandatory holding periods reduce near‑term selling pressure, despite regular vesting supply. Anti‑hedging/pledging policies strengthen alignment.
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | None; executives are at‑will employees |
| Severance (general plan) | Weekly pay × (years of service ×1.0 or ×1.5 in designated RIF) + 4; subject to change; applies to all employees |
| Change‑in‑Control (CIC) Severance | Double trigger required; Adzema gets 2.0× (base salary + average cash bonus of last 3 yrs); lump sum at 6 months + 1 day |
| CIC Health Benefits | Continued health coverage for two years (or reimbursed) |
| Non‑Compete/Non‑Solicit | 2‑year non‑compete within 15 miles of any Company project; non‑solicit of customers and employees during protection period; requires Protective Covenant Agreement and Release |
| CIC Equity Treatment | RSUs/restricted stock vest at target on qualifying termination following CIC; if plan not assumed, accelerates on CIC |
| Clawback | Robust, as required by SEC/NYSE; recoup incentive comp based on restated financials for prior 3 years |
| Tax Gross‑Ups | None; “best‑net” cut‑back applies to avoid excise taxes when favorable |
Potential payments for Adzema upon CIC termination (illustrative as of 12/31/2024): Cash $2,199,713; accelerated restricted stock $1,283,234; accelerated RSUs $2,602,837; health benefits $52,376; total $6,138,160.
Compensation Structure Analysis
- Mix: For non‑CEO NEOs, 78% of 2024 total direct compensation was “at‑risk” (annual and LTI), emphasizing performance alignment through relative TSR and multi‑year FFO goals.
- Equity instruments: No stock options; all performance RSUs/market RSUs settle in stock; restricted stock vests over 3 years; no option repricing risk.
- Annual plan caps and discretion: Component cap 200%; overall cap 150%; committee may exercise limited discretion but used formulaic outcomes for 2024.
- Peer benchmarking: Compensation evaluated against office REIT peers (BDN, OFC, DEI, ESRT, HIW, HPP, JBGS, KRC, PGRE, PDM, VNO), targeting median with FPC as independent consultant.
Say‑on‑Pay & Shareholder Feedback
| Year/Measure | Result |
|---|---|
| 2024 Say‑on‑Pay approval on 2023 comp | 90.83% of votes cast approved |
| 2019–2024 average Say‑on‑Pay approval | 92.7% |
| Investor engagement | CEO/CFO led meetings with investors representing 76% of active shares; ongoing outreach on strategy and compensation |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $759.63M* | $800.42M* | $849.53M* |
| EBITDA ($USD) | $469.92M* | $498.52M* | $529.64M* |
| Net Income ($USD) | $166.79M | $82.96M | $45.96M |
*Values retrieved from S&P Global.
- FFO per share: $2.72 (2022), $2.62 (2023), $2.69 (2024), showing resilience despite office sector headwinds.
- Strategic execution in 2024: Sail Tower (Austin) $521.8M; Vantage South End (Charlotte) $328.5M; JV stake in Proscenium; real estate debt investments; $900M of unsecured notes; $468.9M equity issuance; 2.0M sq. ft. leasing; same‑property NOI +4.8% (cash).
- Three‑year TSR to 12/31/2024: −19.44% (vs FTSE Nareit Office −22.7%). Relative TSR outperformance supported maximum payout on 2022 Market RSUs.
Risk Indicators & Red Flags
- Hedging/pledging prohibited; none pledged — alignment positive.
- No tax gross‑ups in CIC; “best‑net” provision — shareholder‑friendly.
- No options granted or repriced — reduces misalignment risk.
- Related‑party transactions: none requiring Item 404(a) disclosure; Section 16(a) compliance affirmed.
- Robust clawback and ownership/holding requirements — mitigates pay‑for‑performance risk.
Equity Ownership & Vesting Details (Adzema)
| Category | Amount |
|---|---|
| Beneficial common shares | 77,003 |
| Restricted stock (beneficial voting) | 44,707 |
| Unvested shares/units (12/31/2024) | 72,276; market value $2,214,537 |
| Unearned RSUs (market/perf) | 66,666; market value $2,042,646 |
| 2024 vested shares | 43,729; DEUs $114,899 |
| 2025 settlement (2022 LTI) | 25,596 TSR RSUs; 4,799 FFO RSUs; DEUs $125,250; total $1,053,209 |
Employment Terms (CIC/Severance Economics)
| Element | Terms |
|---|---|
| Cash Multiple (CIC) | 2.0× base + average cash bonus (last 3 yrs) |
| Equity Acceleration | RSUs/restricted stock at target on qualifying termination after CIC; accelerated if plan not assumed |
| Health Benefits | 2 years coverage/reimbursement |
| Non‑Compete | 2 years; 15‑mile radius of any Company project |
| Non‑Solicit | Customers/employees during protection period |
| Clawback | SEC/NYSE compliant, 3‑year look‑back |
| At‑Will Status | No employment agreement |
Compensation Peer Group (2024 Benchmarking)
Brandywine Realty Trust (BDN); Corporate Office Properties Trust (OFC); Douglas Emmett (DEI); Empire State Realty Trust (ESRT); Highwoods Properties (HIW); Hudson Pacific Properties (HPP); JBG Smith (JBGS); Kilroy Realty (KRC); Paramount Group (PGRE); Piedmont Office Realty Trust (PDM); Vornado Realty Trust (VNO). FPC serves as the independent consultant; targeting median pay positioning; committee assessed independence.
Investment Implications
- Strong alignment: Heavy performance‑based equity (TSR and multi‑year FFO) plus ownership/holding requirements and anti‑hedging/pledging policies signal durable alignment and lower misalignment risk.
- Retention risk: Long tenure (CFO since 2010), competitive pay with meaningful LTI, and double‑trigger CIC protections indicate low near‑term retention risk.
- Trading supply: Regular vesting and the substantial 2025 settlement of the 2022 LTI create potential share supply, but 24‑month holding requirements on 50% of after‑tax shares limit immediate selling pressure. Formal anti‑pledging/hedging further reduces adverse signals.
- Performance lens: Despite negative 3‑yr TSR, relative TSR outperformance maximized market RSU payouts; fundamentals (FFO/share and leasing) remain resilient. Expect compensation to continue tracking relative TSR and FFO outcomes rather than absolute price alone.
Appendix: Company Performance (Annual)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $759.63M* | $800.42M* | $849.53M* |
| EBITDA ($USD) | $469.92M* | $498.52M* | $529.64M* |
| Net Income ($USD) | $166.79M | $82.96M | $45.96M |
| FFO per Share ($USD) | $2.72 | $2.62 | $2.69 |
*Values retrieved from S&P Global.