Robert Chapman
About Robert M. Chapman
Independent Chair of the Board at Cousins Properties Incorporated (CUZ) since 2015; age 71. CEO of CenterPoint Properties Trust since 2013, with prior senior roles at Duke Realty (COO 2007–2009) and RREEF Management; recognized for broad managerial experience in real estate acquisitions, development, and governance at public companies. Independence affirmed by the Board under NYSE rules; he presides over executive sessions of independent directors and attends all committee meetings as non-executive Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CenterPoint Properties Trust | Chief Executive Officer | 2013–present | Leads industrial development, acquisition, and infrastructure strategy |
| Duke Realty Corporation | Chief Operating Officer; various positions | COO: 2007–2009; various: 1997–2009 | Operational leadership at a public REIT |
| RREEF Management Company | Senior Vice President | 1992–1997 | Institutional real estate investment management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rock‑Tenn Company | Director | 2007–2015 | Public company board experience; governance perspective |
| First Century Energy Holdings, Inc. | Advisor | Since 2012 | Energy investment advisory |
Board Governance
- Roles and committees: Non‑executive Chair of the Board; Chair of the Executive Committee; attends all Board‑level committee meetings .
- Independence: Board affirmed he is independent; eight of nine directors are independent; key committees composed solely of independents .
- Attendance: Board met six times in 2024; all nominees attended at least 75% of Board and committee meetings; directors expected to attend annual meetings .
- Executive sessions: Independent directors meet without management at least four times annually; chaired by Chapman .
- Leadership and policies: Majority voting and director resignation policy; strong governance practices (anti‑hedging/anti‑pledging, clawback, ownership guidelines) .
Committee Landscape (2024)
| Committee | Members | Meetings (2024) |
|---|---|---|
| Executive (Chair: Chapman) | Chapman (Chair), Connolly, Griffin, Hyland | 0 |
| Audit (Chair: Hyland) | Hyland, Cannada, Giornelli, Nelson, Fordham | 4 |
| Compensation & Human Capital (Chair: Griffin) | Griffin, Cannada, Hyland | 5 |
| Nominating & Governance (Chair: Stone) | Stone, Griffin, Giornelli | 4 |
| Sustainability (Chair: Fordham) | Fordham, Connolly, Nelson, Stone | 3 |
Fixed Compensation (Director)
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Cash Retainer | $75,000 | $80,000 | Paid around May 31; option to take in stock at 95% of market price |
| Chair of Board Retainer | $50,000 | $70,000 | Reflects increased chair responsibilities |
| Equity Retainer (annual) | $125,000 | $135,000 | Granted 5,836 shares on May 31, 2024; immediate vesting at $23.13 close ($134,987) |
| Chapman—Cash/Stock Fees | — | $150,000 | Chapman elected stock in lieu of cash (6,827 shares; 5% discount reflected) |
| Chapman—Equity Retainer | — | $134,987 | 5,836 shares granted and vested on grant |
| Chapman—Total 2024 Director Pay | — | $292,906 | Sum of cash/stock fees, equity, and discount increment |
Performance Compensation (Director)
| Item | Structure | Metrics | 2024 Outcome |
|---|---|---|---|
| Performance‑linked Director Pay | None | Not applicable | Director compensation is cash/equity retainer; no performance conditions disclosed |
CUZ pays no director meeting fees; compensation is retainer‑based with optional stock elections and annual equity grants; no option awards or performance conditions for directors .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Rock‑Tenn Company | Public | Director (2007–2015) | Historical; no current interlock disclosed |
| First Century Energy Holdings, Inc. | Private | Advisor (since 2012) | Not a disclosed party to CUZ transactions |
| CenterPoint Properties Trust | Private REIT | CEO (since 2013) | Industrial focus; no related‑party transactions disclosed with CUZ |
Expertise & Qualifications
- Real estate acquisitions, development, and capital markets leadership; prior public REIT COO/CEO experience; governance expertise from former public board service .
- As non‑executive Chair, provides agenda input, presides over meetings and executive sessions, serves as conduit for stakeholder communications, and attends all committee meetings; strengthens Board oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Pledged Shares | Ownership Guideline Compliance |
|---|---|---|---|
| Robert M. Chapman | 66,104 | None (pledging prohibited) | Directors must own ≥5x annual cash retainer; Board disclosed all directors are in compliance; average multiple 17x |
- Anti‑hedging and anti‑pledging policy applies to directors; no director holds CUZ stock subject to pledge .
Insider Trades (Section 16)
| Item | 2024 Status |
|---|---|
| Section 16(a) compliance (Forms 3/4/5) | Company states all directors and executive officers complied with filing requirements for 2024; proxy does not enumerate individual trade counts |
Governance Assessment
- Board effectiveness: Independent Chair; majority‑independent Board and all key committees; robust evaluation process, majority voting/resignation policy, and regular executive sessions improve oversight quality .
- Alignment and incentives: Director ownership guidelines (5x cash retainer) with confirmed compliance; anti‑hedging/anti‑pledging; director equity retainer fosters alignment without short‑term metrics .
- Shareholder signals: Say‑on‑pay support was 90.83% at 2024 annual meeting; five‑year average around 92.7%—positive governance sentiment backdrop .
- Conflicts/related parties: No related‑party transactions requiring Item 404(a) disclosure since Jan 1, 2024; Audit Committee oversees related‑party review; reduces conflict risk .
- Attendance and engagement: Board/committee attendance thresholds met; stockholder engagement program active; independent directors meet at least quarterly without management .
RED FLAGS
- None disclosed: No hedging/pledging, no related‑party transactions, no meeting fee incentives, and strong independence/oversight structure .