Scott Fordham
About Scott W. Fordham
Independent director of Cousins Properties (CUZ), age 57, serving since 2019. Former CEO and director of TIER REIT with extensive real estate investment and capital markets experience; designated an Audit Committee financial expert. Current roles include Chair of the Sustainability Committee and member of the Audit Committee; affirmed independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TIER REIT, Inc. | Chief Executive Officer and Director | 2014–until merger with CUZ | Led a publicly traded REIT through strategic actions culminating in combination with CUZ . |
| TIER REIT, Inc. | President | 2013–2018 | Senior leadership across investments/operations . |
| TIER predecessor company | Various roles | 2008–2013 | Operating roles preceding TIER REIT formation . |
| Prentiss Properties Trust / Brandywine Realty Trust | Executive positions | Not disclosed | Real estate operating and finance experience . |
| Apartment Investment and Management Company (AIMCO) | Executive positions | Not disclosed | Multifamily/REIT operating exposure . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| TIER REIT, Inc. | Director | 2014–until merger with CUZ | Public REIT; served concurrently as CEO; no current other public boards disclosed for Fordham in CUZ proxy . |
No additional current public company directorships or named committee roles beyond TIER disclosed in the proxy .
Board Governance
- Committee assignments: Chair, Sustainability Committee; Member, Audit Committee (financial expert) .
- Independence: Board affirmed Fordham as independent; only CEO is non-independent .
- Attendance: Board met six times in 2024; each director nominated for re‑election attended at least 75% of Board and applicable committee meetings .
- Leadership structure: Independent non‑executive Chair (Robert M. Chapman); executive sessions of independent directors held at least four times annually .
- Executive sessions frequency: At least four times each year; presided by the Chair .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash Retainer | $80,000 | Standard cash retainer for non‑employee directors . |
| Chair Retainer (Sustainability Committee) | $15,000 | Chair fee level increased in 2024 to $15,000 . |
| Total Fees (Cash or Stock) | $95,000 | Fordham did not elect to receive cash retainers in stock in 2024 . |
Program levels (for context): Cash retainer $80,000; equity retainer $135,000; Sustainability Chair $15,000; meeting fees not paid; optional election to take cash retainers in stock at 95% of market price .
Performance Compensation
| Component | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director Equity Retainer (Common Stock) | May 31, 2024 | 5,836 shares | $134,987 | Vested immediately | None (director equity awards are not performance‑conditioned) . |
CUZ highlights share ownership requirements and holding periods in governance summary; detailed holding period requirements apply to executives; directors have ownership guidelines (5x cash retainer) but no disclosed director‑specific holding period beyond those guidelines .
Other Directorships & Interlocks
| Relationship Type | Company | Nature | Potential Conflict Assessment |
|---|---|---|---|
| Prior public REIT directorship | TIER REIT, Inc. | Fordham served as director and CEO | Historical role; TIER merged with CUZ; no ongoing transaction conflicts disclosed . |
| Prior executive roles | Prentiss, Brandywine, AIMCO | Executive positions | No related‑party transactions disclosed with these entities in 2024 . |
Expertise & Qualifications
- Audit Committee Financial Expert designation by the Board .
- Significant experience in accounting, finance, capital markets, and real estate operations; prior CEO of a publicly traded REIT .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Scott W. Fordham | 129,763 | <1% | Includes 1,937 shares jointly owned with spouse; no restricted stock column disclosed for directors in table; none pledged per policy . |
- Stock ownership guidelines: Directors must own stock equal to 5× annual cash retainer; compliance measured annually; non‑employee directors in compliance as of July 1, 2024 .
- Hedging/pledging: Prohibited; none of the directors hold pledged stock .
Insider Trades
| Item | 2024 Status | Notes |
|---|---|---|
| Section 16(a) compliance | All directors and officers filed timely | Company reports full compliance with Section 16(a) filing requirements for 2024; specific Form 4 transactions are not detailed in the proxy . |
Governance Assessment
- Alignment and independence: Strong—independent status, financial expert designation, and leadership of Sustainability oversight align with investor expectations for REIT governance .
- Engagement and attendance: Board met six times; directors met attendance expectations; independent director executive sessions held at least quarterly .
- Compensation structure: Director pay is modest and balanced (cash retainer plus equity); no meeting fees; option to take cash in stock further aligns incentives; Fordham’s 2024 total compensation was $229,987 .
- Ownership alignment: Directors meet 5× retainer ownership guidelines; Fordham beneficially owns 129,763 shares; no pledging or hedging allowed .
- Conflicts/related parties: Audit Committee reviews/approves any related‑party transactions; none requiring Item 404(a) disclosure since January 1, 2024 .
RED FLAGS
- None observed in the proxy: no related‑party transactions involving Fordham; no stock pledging; no hedging; and independent status affirmed .
- Monitoring item: Director equity retainer vests immediately; while ownership guidelines mitigate, absence of director‑specific holding period disclosure could reduce lock‑in versus executive policy .
Additional governance signals: Say‑on‑pay approval was 90.8% in 2024, indicating shareholder support for compensation programs; Board maintains clawback policy, anti‑hedging/pledging, and majority voting with resignation policy .