Pamela Roper
About Pamela Roper
Pamela F. Roper is Executive Vice President, General Counsel, and Corporate Secretary of Cousins Properties (CUZ). She is 51 years old (as of the FY2024 10-K), appointed EVP GC and Corporate Secretary in February 2017, after serving as SVP GC and Corporate Secretary (2012–2017) and earlier as SVP, Associate General Counsel and Assistant Secretary (2008–2012) . Company context during her tenure includes 2022–2024 revenue rising from $762.3M to $856.8M, FFO/share of $2.72 → $2.62 → $2.69, and five-year TSR values indicating $100 invested ended 2024 at $92.87 (2023: $70.05; 2022: $68.67) versus peer group TSR $76.95 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cousins Properties | EVP, General Counsel & Corporate Secretary | 2017–present | Corporate governance lead and officer signing SEC filings; Corporate Secretary for annual meeting materials |
| Cousins Properties | SVP, General Counsel & Corporate Secretary | 2012–2017 | Oversight of legal and corporate secretary functions; attested to corporate charter amendments (governance) |
| Cousins Properties | SVP, Associate General Counsel & Assistant Secretary | 2008–2012 | Supported M&A/transactions and SEC filings; signatory on multiple 8-Ks and transaction exhibits |
Fixed Compensation
Multi-year disclosure exists when Ms. Roper was a Named Executive Officer (NEO). The company’s 2021 proxy includes 2018–2020 compensation:
| Metric | 2018 | 2019 | 2020 |
|---|---|---|---|
| Salary ($) | $344,793 | $355,137 | $366,000 |
| Non-Equity Incentive Plan Compensation ($) | $329,846 | $468,621 | $295,545 |
| All Other Compensation ($) | $32,244 | $32,224 | $30,383 |
| Total ($) | $1,228,872 | $1,714,169 | $1,199,342 |
Annual bonus target and outcome for 2020 (committee exercised judgment for an 85% payout companywide):
| Year | Target % of Base Salary | Target ($) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2020 | 95% | $347,700 | $295,545 |
Notes:
- 2020 annual incentive payout reflected discretionary adjustment amid COVID-related impacts, including NOI considerations; payout set at 85% .
Performance Compensation
LTI awards structure and Ms. Roper’s 2020 grants:
- LTI mix (2020): 40% time-vested restricted stock, 42% Market RSUs (TSR), 18% Performance RSUs (FFO), with 3-year cliff vesting for Market/Performance RSUs .
- 2020 grants (February 3, 2020):
| Grant Type | Grant Date | Units (Threshold/Target/Max) | Grant-Date Fair Value ($) |
|---|---|---|---|
| Market RSUs (TSR) | 02/03/2020 | 1,688 / 4,822 / 9,644 | $231,890 |
| Performance RSUs (FFO) | 02/03/2020 | 52 / 2,067 / 4,134 | $85,512 |
| Restricted Stock (Time-based) | 02/03/2020 | 4,593 | $190,012 |
Stock vested/settled:
| Event | Period End | Settlement/Vesting Date | Shares/Units | Value/Amount |
|---|---|---|---|---|
| Market & Performance RSUs (2018 grants) – vested | 12/31/2020 | 02/12/2021 | 12,942 TSR; 3,397 FFO | $556,116 (incl. DEUs) |
| Stock Vested (all types) | 2020 | Various | 26,742 shares acquired on vesting | $1,094,361 realized |
| Service-conditioned RSUs (cash-settled component of 2020 vesting) | 2020 | 02/06/2020 | — | $386,242 |
Additional award mechanics and payout calibration:
- For 2018 grant cycle, 3-year measurement ended 12/31/2020; awards paid at 177% of target based on TSR/FFO outcomes .
- In 2023, 2020 grant cycle (for then-current NEOs) paid at 163.8% (context for plan calibration; Ms. Roper was not a 2023 NEO) .
- Company indicates no stock options utilized; none held/exercised by NEOs in 2020 and 2023 .
Equity Ownership & Alignment
- Beneficial ownership (as of February 26, 2021):
| Holder | Shares Owned | Restricted Stock | % of Class |
|---|---|---|---|
| Pamela F. Roper | 19,560 | 10,983 | <1% |
-
Ownership guidelines and compliance:
- Executive Vice Presidents must hold stock equal to 2x base salary within five years; executives must hold 50% of after-tax shares from vesting for 24 months; anti-hedging and anti-pledging policy in place .
- As of March 1, 2025, all executive officers are in compliance; average EVP ownership equals ~9x salary including unvested RSUs (5x excluding RSUs) .
- Company states none of its directors or executive officers has pledged company stock .
-
Vesting calendar dynamics and potential selling pressure:
- Service-based restricted stock commonly vests in early February (e.g., Feb 4–6, 2020) and three-year TSR/FFO RSUs settle in early February following the performance period (e.g., 02/12/2021; 02/05/2024; 01/31/2025), creating recurring windows where settlement/withholding may occur .
Employment Terms
- Employment status: At-will; no individual employment agreement beyond change-in-control (CIC) arrangements and general plans .
- General severance plan (non-CIC): Weekly pay × (years of service × 1.0, or 1.5 in certain RIFs) + 4 weeks; subject to plan changes .
- Change-in-Control (CIC) agreements (double trigger):
- Cash severance: EVPs receive 2.0× (base salary + average cash bonus), lump sum paid six months and one day post-termination; CEO 3.0× .
- Health benefits: Continued for two years post-termination .
- Good Reason (examples): material pay eligibility reduction; significant duty scope reduction; reporting level change >2 levels; relocation >35 miles; loss of comparable benefits .
- Non-compete/Non-solicit: Generally two years post-CIC termination; non-compete within 15 miles of company projects .
- Best-net cutback: No 280G tax gross-up; payments cut to maximize after-tax outcome if excise tax applies .
- Equity: Double-trigger acceleration under Equity Plan; Market/Performance RSUs vest at target upon qualifying termination post-CIC; “Rule of 65” retirement vesting applies to service-based RSUs only .
- Clawback: Company-adopted SEC/NYSE-compliant clawback covers incentive compensation for Section 16 officers for 3 years prior to restatements (both “Big R” and “little r”) .
Performance & Track Record (Company context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenues ($000) | 762,290 | 802,874 | 856,758 |
| Net Income ($000) | 167,445 | 83,816 | 46,581 |
| FFO per Share ($) | 2.72 | 2.62 | 2.69 |
| TSR – Value of $100 Investment | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cousins TSR ($) | 85.24 | 105.10 | 68.67 | 70.05 | 92.87 |
| Peer Group TSR ($) | 81.56 | 99.51 | 62.07 | 63.34 | 76.95 |
Say-on-Pay (governance signal):
- 2024 approval: 90.8%; 2019–2024 average: 92.7% .
Investment Implications
- Alignment: Strong, given mandatory ownership multiples, 24-month post-vest holding, and explicit anti-hedging/anti-pledging; EVPs (including the GC) average substantially above guideline (≈9x salary including unvested RSUs), lowering misalignment/pledging risk .
- Incentive design: Majority equity-based with multi-year TSR and FFO metrics; no options or repricing; clawback in place—reduces excess-risk incentives and supports pay-for-performance integrity .
- Retention/CIC economics: Double-trigger CIC with 2× cash and two years of health benefits for EVPs; non-compete/non-solicit covenants protect the franchise; “best-net” cutback avoids tax gross-ups—balanced retention without shareholder-unfriendly features .
- Trading/flow signals: Recurrent early-February vest/settlement cycle (service RSUs and 3-year TSR/FFO RSUs) can create periodic settlement-related volume or tax-withholding share sales; monitor late Jan–early Feb windows each year .
- Discretionary bonuses: Committee discretion produced an 85% payout for 2020 amid pandemic conditions—appropriate context but a governance watchpoint if used recurrently despite missed targets .
Notes: Where Ms. Roper was not an NEO in later years, individual compensation details are not disclosed. All policies (ownership, clawback, CIC, hedging/pledging) apply to executive officers, including the General Counsel .