John McColl
About John McColl
John S. McColl is Executive Vice President – Development at Cousins Properties (CUZ) and one of the company’s named executive officers. As of December 31, 2024, he satisfied the company’s “Rule of 65,” which waives continued service for RSUs upon retirement while preserving market/performance conditions . During his tenure as an NEO, company performance featured a three‑year total shareholder return (TSR) of −19.44% through 12/31/2024 versus −22.7% for the FTSE Nareit Equity Office Index and −14.12% for the FTSE Nareit Equity Index, 2024 Funds From Operations (FFO) of $2.69/share, 2.0 million square feet of 2024 leasing, +8.5% cash net effective rent roll‑ups, and +4.8% same‑property NOI growth .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $409,760 | $422,000 | $432,550 |
| Target Bonus (% of Salary) | 95% | 95% | 95% |
| Actual Annual Incentive Paid (USD) | $401,339 | $520,638 | $584,743 |
| All Other Compensation (USD) | $27,774 | $29,183 | $29,187 |
Notes:
- 2024 annual incentive plan paid at 142.3% of target company-wide based on goal achievement; McColl’s payout was $584,743 .
Performance Compensation
Annual incentive plan structure (unchanged 2022–2024) and 2024 outcomes:
| Metric (Annual Incentive) | Weighting | Target | 2024 Actual | 2024 Payout Factor | Vesting |
|---|---|---|---|---|---|
| FFO per share | 40% | Company budget midpoint (not numerically disclosed in proxy) | Above target | 174% | Cash, annual |
| Leasing Activity Volume | 25% | 1.5 million sq ft | 2.0 million sq ft leased/renewed | 135% | Cash, annual |
| Net Effective Rent (NER) | 25% | ≥ budgeted NER (lease-level) | Above budget | 115% | Cash, annual |
| Corporate Responsibility (4 sub-metrics) | 10% total (2.5% each) | GRESB ≥ 4 Stars; Fitwel coverage goal; culture recognition; Green Street above average | Met/Exceeded (Fitwel 108%) | 100% each (Fitwel 108%) | Cash, annual |
Long-term incentive (LTI) design and McColl’s 2024 grants:
- LTI mix: 42% Market RSUs (3‑year relative TSR vs FTSE Nareit Equity Office Index; 30th/50th/75th percentile = 35%/100%/200% payout), 18% Performance RSUs (3‑year aggregate FFO/share; 60%/100%/140% of target = 0%/100%/200% payout), 40% time-vested restricted stock (ratable over 3 years) .
- 2024 LTI target and granted units for McColl (grant date 2/16/2024; stock price $23.61): Target $720,000; 12,198 restricted shares; 12,808 Market RSUs; 5,489 Performance RSUs .
Recently completed LTI cycle (granted 2022; performance 2022–2024; settled Jan 31, 2025):
- Weighted payout 166.3% (Market RSUs 200%, Performance RSUs 87.5%) company-wide .
- McColl settlement: 11,982 TSR‑based RSUs; 2,246 FFO‑based RSUs; $58,630 cash for DEUs; total value $493,011 at $30.53/share .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (2/27/2025) | 44,385 shares owned; 22,129 restricted stock; <1% of shares outstanding |
| Unvested stock awards at 12/31/2024 | 34,954 unvested stock awards ($1,070,991) |
| Unearned performance/market RSUs at 12/31/2024 | 33,205 units not yet earned ($1,017,401) |
| Stock ownership guidelines | EVPs must hold stock ≥2x salary; 50% of net shares from vesting held for 24 months |
| Compliance status | All executive officers satisfied guidelines as of 3/1/2025 |
| Hedging/pledging | Hedging prohibited; none of executives/directors hold pledged shares |
| Options | No options granted since 2011; none outstanding |
| 2024 vesting realized | 19,814 shares vested; $491,289 value (mix of restricted and 2021 RSUs settlement; DEUs cash) |
Employment Terms
| Provision | Terms for John S. McColl |
|---|---|
| Employment agreement | At-will; no employment contract |
| General severance (no CIC) | Company-wide formula: weekly pay × (years of service × 1.0, or ×1.5 in designated RIF) + 4; subject to change |
| Change-in-control (CIC) severance | Double-trigger; cash = 2.0×(base salary + 3-year average cash bonus); 2 years of health benefits; “best-net” cutback (no 280G gross‑up) |
| CIC equity vesting | If terminated without cause/for good reason within 2 years post‑CIC, outstanding RSUs vest at target; restricted stock accelerates (per plan) |
| Non-compete (post‑CIC) | 2 years, within 15‑mile radius of company projects |
| Clawback policy | SEC/NYSE-compliant recoupment of incentive-based comp for restatements over prior 3 years |
| Insider trading policy | Prohibits trading on MNPI; prohibits hedging/pledging; structured grant timing post‑earnings |
Scenario analysis (as of 12/31/2024):
| Scenario | Cash | Accelerated Restricted Stock | Accelerated RSUs (Target) | Health Benefits | Total |
|---|---|---|---|---|---|
| Termination without cause (no CIC) | $271,776 | — | — | — | $271,776 |
| Involuntary or good reason termination following CIC | $1,669,528 | $635,045 | $1,279,618 | $35,992 | $3,620,183 |
| Death | — | $635,045 | $1,279,618 | — | $1,914,663 |
Compensation Structure Analysis
- Pay mix emphasizes at-risk compensation: 78% of non-CEO NEO target total direct comp is performance/market-based; LTI settles in stock, aligning outcomes with shareholders .
- Annual incentive caps and design: Component caps at 200% and overall cap at 150% limit windfalls and discourage excessive risk-taking .
- No tax gross-ups, options, or repricings; robust clawback; strong anti‑hedging/pledging controls; mandatory holding periods improve alignment and discipline .
Say‑on‑Pay, Peer Group, and Governance
- Say‑on‑pay approval: 90.83% support at 2024 annual meeting; 2019–2024 average 92.7% .
- Peer group used for 2024 compensation benchmarking: BDN, OFC, DEI, ESRT, HIW, HPP, JBGS, KRC, PGRE, PDM, VNO .
- Independent consultant (FPC) deemed independent; committee-only decision authority over executive comp .
- Insider trading, anti‑pledging, and grant‑timing safeguards detailed and enforced .
Investment Implications
- Alignment: McColl is in compliance with ownership guidelines and is subject to a 24‑month post‑vest holding requirement; hedging and pledging are prohibited, and options are not used in the program—factors that support long‑term alignment .
- Retention risk and vesting pressure: As of 12/31/2024, McColl satisfied the Rule of 65, which waives continued service for RSUs upon retirement (still requiring market/performance conditions). This increases retirement optionality and could accelerate RSU delivery upon retirement; however, dividend equivalents on performance awards are paid only if earned, moderating windfall risk .
- Performance signal: 2024 annual incentive paid at 142.3% of target on strong leasing/NER/FFO execution; the 2022–2024 LTI cycle paid at 166.3% weighted, reflecting relative TSR outperformance versus office peers despite absolute TSR pressure—suggesting incentive metrics are resulting in differentiated payouts tied to execution .
- Governance quality: No CIC gross‑ups, double‑trigger protections, robust clawback, and high say‑on‑pay support indicate low governance risk around executive compensation .
All data sourced from CUZ DEF 14A filings as cited.