Richard Hickson IV
About Richard Hickson IV
Richard G. Hickson IV serves as Executive Vice President – Operations at Cousins Properties (NEO). The 2025 proxy lists him among the company’s named executive officers; formal age, education and biography are not provided in the proxy. Company performance context during the latest cycle: three‑year TSR to 12/31/2024 was −19.44% vs FTSE Nareit Equity Office (−22.7%) and FTSE Nareit Equity (−14.12%). 2024 operating highlights included 2.0M sf leased, office portfolio 91.6% leased, cash NER +8.5%, and same‑property NOI +4.8%.
Past Roles
Not disclosed in the 2025 or 2024 DEF 14A (no officer biographies provided)
External Roles
Not disclosed in the 2025 or 2024 DEF 14A (no officer biographies provided)
Fixed Compensation
Multi‑year Summary Compensation Table (NEO-specific):
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 428,480 | 442,000 | 453,050 |
| Stock Awards (grant‑date fair value) | 619,357 | 673,576 | 854,394 |
| Non‑Equity Incentive (Annual Bonus) | 397,587 | 516,344 | 580,221 |
| All Other Compensation | 35,428 | 37,806 | 37,391 |
| Total | 1,480,852 | 1,669,726 | 1,925,056 |
All Other Compensation (2024 breakdown):
| Item | 2024 |
|---|---|
| Retirement Savings Plan (3% automatic contribution; plan max $10,350) | 10,350 |
| Insurance premiums and HSA contributions | 27,041 |
| Perquisites | None for Hickson (CEO only had personal security) |
Base salary changes and bonus target:
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary | 442,000 | 453,050 |
| Annual Bonus Target (% of Base) | 90% | 90% |
Performance Compensation
Annual Incentive Plan (AIP) design and 2024 outcomes:
| Metric | Weight | 2024 Target | 2024 Actual/Assessment | Component Payout |
|---|---|---|---|---|
| Funds From Operations (FFO) per share | 40% | Threshold/Target/Max set vs 2024 guidance midpoint | Above target; acquisitions, debt investments, leasing interest savings, fees aided results | 174% |
| Gross office leasing volume | 25% | 1.5M sf goal | 135% achieved; >60% leasing in H2 2024 | 135% |
| Net Effective Rent (NER) performance | 25% | ≥ budgeted NER per‑lease (weighted avg) | 115% achieved; NER ~+15% vs 2023 | 115% |
| Corporate Responsibility (aggregate of sub‑metrics) | 10% | GRESB 4 Stars; Fitwel 52% portfolio; healthy culture; Green Street > avg | GRESB 4 Stars 100%; Fitwel 56% = 108%; culture 100%; Green Street 100% | 100–108% by sub‑metric |
Overall AIP payout for 2024: 142.3% of target; Hickson’s actual bonus $580,221 vs target $407,745 (90% of base).
Long‑Term Incentive (LTI) program (2024 awards):
- Mix and mechanics: 40% time‑vested restricted stock (ratable over 3 years), 42% Market RSUs (3‑year cliff; relative TSR vs FTSE Nareit Equity Office; 0% below 30th pct, 35% at 30th, 100% at 50th, 200% at ≥75th), 18% Performance RSUs (3‑year cliff; FFO/share sliding scale 0% ≤60% of Target, 100% at Target, 200% at 140%+).
- Hickson 2024 LTI target value $700,000; grants on 2/16/2024 at $23.61/share: 11,859 restricted shares; 12,452 Market RSUs; 5,337 Performance RSUs.
| 2024 LTI Grants (units) | Grant Date | Restricted Stock | Market (TSR) RSUs | Performance (FFO) RSUs |
|---|---|---|---|---|
| Richard G. Hickson IV | 02/16/2024 | 11,859 | 12,452 | 5,337 |
Stock vested in 2024 (delivery/settlement):
| Measure | Hickson |
|---|---|
| Shares acquired on vesting (2024 total) | 20,328 |
| Value realized on vesting | $505,040 |
| Breakdown: Restricted Stock | 7,008 shares |
| Breakdown: Market/Performance RSUs (from 2021 grants; avg payout 144.5%) | 13,320 shares |
| DEUs (cash‑settled) tied to 2021 RSUs | $53,443 |
Equity Ownership & Alignment
Ownership, pledging, and guidelines:
| Item | Detail |
|---|---|
| Beneficial ownership (as of 2/27/2025) | 52,314 shares (includes 31,830 jointly with spouse); plus 21,181 restricted stock; less than 1% of class. |
| Outstanding unvested stock awards (12/31/2024) | 34,105 shares; MV $1,044,977 at $30.64 |
| Outstanding unearned RSUs (12/31/2024) | 31,550 units; MV $966,692 at $30.64 |
| Hedging/Pledging | Hedging and pledging prohibited; none of the executive officers or directors hold stock subject to pledge. |
| Ownership guidelines | CEO 4x salary; EVPs 2x salary; directors 5x retainer; 24‑month 50% post‑vest holding requirement. |
Employment Terms
Severance, retirement (Rule of 65), and change‑in‑control (CIC):
- At‑will employment; general severance plan for terminations without cause (weekly pay × years of service + 4; terms subject to change).
- Rule of 65 (age ≥60 and age+service ≥65): waives service condition for RSUs at retirement; does not accelerate Market/Performance RSUs or apply to restricted stock. As of 12/31/2024, only Mr. McColl met Rule of 65 (Hickson did not).
- CIC Agreements (double trigger; no tax gross‑ups; “best net” cutback; two‑year health benefits; non‑compete 2 years within 15 miles of projects): CEO multiple 3.0x; EVP multiples 2.0x salary+avg bonus (includes Hickson).
Scenario economics (as of 12/31/2024):
| Scenario (Hickson) | Cash | Accel. Vesting – Restricted | Accel. Vesting – Market/Perf RSUs | Health/Welfare | Total |
|---|---|---|---|---|---|
| Involuntary or Good Reason termination following CIC | $1,725,508 | $609,031 | $1,228,909 | $52,400 | $3,615,848 |
| Termination without cause (non‑CIC) | $107,454 | — | — | — | $107,454 |
| Death | — | $609,031 | $1,228,909 | — | $1,837,940 |
Insider Transactions and Vesting‑Related Flow
- Form 4 activity around February 2024 reflects routine tax withholding on vesting and annual LTI grants (e.g., shares withheld for taxes on 2/2/2024; restricted stock award reported; plan awards dated 2/16/2024). Examples: Feb 2, 2024 tax withholding filing; Feb 21, 2024 restricted stock award note; EDGAR index for 2024 filings.
- 2024 vesting deliveries for Hickson: 20,328 shares valued at $505,040; includes 13,320 RSUs (144.5% payout on 2021 cohort) and $53,443 cash DEUs. These events often create near‑term selling/withholding pressure each early February.
Compensation Structure Analysis
- Mix and risk: Hickson’s target pay emphasizes at‑risk compensation—bonus tied to multi‑factor operating metrics and majority of LTI in performance/market‑based RSUs (60%). This aligns with shareholder outcomes (TSR and FFO) and three‑year service/market conditions.
- AIP rigor and discretion: Caps of 200% per component and 150% overall; 2024 payout 142.3% driven by above‑target FFO and strong leasing/NER despite sector headwinds, suggesting metrics captured operational execution in a tough office market.
- Clawback and governance: Robust NYSE‑compliant clawback for incentive pay tied to financial restatements (3‑year lookback); anti‑hedging/pledging; post‑vest holding requirements; no option repricing; no tax gross‑ups in CIC agreements.
- Peer benchmarking and say‑on‑pay: Compensation reviewed against an office REIT peer set (e.g., DEI, KRC, HIW, VNO, HPP, etc.); say‑on‑pay support 90.83% in 2024.
Equity Vesting Schedules and Overhang
| Award Type | Vesting Terms |
|---|---|
| Restricted Stock (2024 grant) | Ratable over three years from 2/16/2024, service‑based. |
| Market RSUs (2024 grant) | 3‑year cliff (2024–2026), relative TSR vs FTSE Nareit Equity Office; 0–200% payout. |
| Performance RSUs (2024 grant) | 3‑year cliff (2024–2026), FFO/share sliding scale; 0–200% payout. |
Outstanding at 12/31/2024 for Hickson: 34,105 unvested stock awards (MV $1,044,977) and 31,550 unearned RSUs (MV $966,692) at $30.64. 2022 LTI cohort earned 166.3% and settled 1/31/2025 (Hickson earned 11,982 TSR RSUs and 2,246 FFO RSUs; $58,630 DEUs cash).
Related Policies and Risk Controls
- No employment agreements; at‑will employment.
- Assessment finds low likelihood of excessive risk‑taking given pay mix, caps, multi‑year vesting, ownership/holding requirements, and clawback.
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval on 2023 compensation: 90.83%; 2019–2024 average ~92.7%. Ongoing investor engagement on strategy, governance, compensation, and sustainability.
Investment Implications
- Alignment: High share of at‑risk equity (with 60% performance/market RSUs) and strict anti‑hedging/pledging support alignment; EVPs must hold 2x salary with 24‑month post‑vest holds, limiting immediate liquidity.
- Retention vs pressure: Three‑year cliff performance RSUs and annual February grant/vesting cadence create predictable windows of potential selling/withholding; Hickson does not meet Rule of 65, which reduces near‑term retirement‑related acceleration risk.
- Pay‑for‑performance: 2024 AIP payout (142.3%) reflects strong leasing/NER and above‑target FFO in a challenged office sector; for investors, this suggests management execution levers (leasing velocity, pricing discipline, capital markets) remain central compensation drivers.
- Downside protection and M&A: Double‑trigger CIC (2.0x salary+avg bonus for EVPs), best‑net cutback, target‑level RSU acceleration upon qualifying termination, and two‑year non‑compete balance change‑in‑control incentives with post‑deal retention and shareholder protections.