David Fields
About David M. Fields
David M. Fields (age 67) is an independent director of EastGroup Properties, Inc. (EGP) who has served on the Board since 2022. He is a Senior Advisor and former Executive Vice President, Chief Administrative Officer and General Counsel of Sunset Development Company, and brings over 30 years of leadership experience spanning legal, compliance, strategy, technology and human capital in large-scale real estate organizations. He holds a BA from Yale University and a JD from Harvard Law School.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunset Development Company | EVP, Chief Administrative Officer & General Counsel (now Senior Advisor) | 2014–2025 (EVP/CAO/GC); Senior Advisor since 2025 | Led strategic planning, legal/compliance, technology and HR for major mixed-use, branded real estate platform (Bishop Ranch) |
| Bayer Properties | Executive Vice President & Chief Administrative Officer | 2006–2013 | Senior operating leadership for retail real estate platform |
| Irvine Company | Counsel; then VP & General Counsel, Retail Properties | Prior to 2006 | Legal leadership for industrial/retail and then retail properties |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| CBL & Associates Properties, Inc. (NYSE: CBL) | Independent Director | 2021 | Chair, Nominating & Corporate Governance; Member, Compensation Committee |
| Sunset Development Company | Senior Advisor | 2025 | Advisory role following decade as EVP/CAO/GC |
Board Governance
- Independence and tenure: The Board determined Mr. Fields is independent (six of seven directors are independent; only the CEO is not). He has served since 2022.
- Committee assignments (EGP): Member, Compensation Committee (6 meetings in 2024) and Nominating & Corporate Governance Committee (3 meetings in 2024). Effective upon re-election, he continues on both committees.
- Attendance and engagement: In 2024, the Board and committees held 27 meetings with 98% average attendance; each director attended at least 75% of meetings, and all directors attended the 2024 annual meeting.
- Board structure and oversight: EGP separates Chair and CEO (independent Chair), holds executive sessions led by the independent Chair, and maintains fully independent Audit, Compensation, and Nominating & Corporate Governance Committees; the Board oversees strategy, risk, and corporate responsibility.
- Overboarding policy: Non-executive public company directors may serve on up to three other public company boards in addition to EGP; all nominees, including Mr. Fields (serves on CBL & Associates in addition to EGP), comply with policy.
Fixed Compensation (Director)
| Component | 2024 Amount for Fields | Policy/Notes |
|---|---|---|
| Annual cash retainer | $86,042 | Board increased director annual cash retainer from $60,000 to $75,000 (Chair from $75,000 to $85,000) in May 2024; committee chair and member retainers also increased to align with peers. |
| Meeting fees | $0 | EGP pays no individual director meeting fees. |
| Other cash | Included in “Fees Earned” above | Non-employee directors receive expense reimbursement. |
Performance Compensation (Director)
| Equity Element | Grant/Value | Vesting/Structure | Notes |
|---|---|---|---|
| Annual equity grant (RS) | $135,131 (grant-date fair value for 2024) | Vests in full at the earlier of one-year anniversary or next annual meeting, subject to service; number of shares = $135,000 ÷ FMV on grant date (rounded up). | |
| New director initial grant (RS) | N/A in 2024 | $25,000 value; vests over four years (for directors appointed outside annual meeting). | |
| Hedging/pledging | Prohibited | Company prohibits directors from hedging or pledging Company stock. | |
| Clawback | Company maintains clawback policy (cash and equity incentives) | Corporate clawback policy is in place; principally applicable to executives. |
2024 compensation mix and YOY context: In May 2024 the Board raised director compensation to align with peers, increasing the cash retainer to $75,000 and the equity grant to $135,000, which shaped the 2024 mix for Mr. Fields (cash $86,042; equity $135,131; total $221,173).
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlocks/Notes |
|---|---|---|---|
| CBL & Associates Properties, Inc. (NYSE: CBL) | Retail real estate REIT | Director; Chair NCGC; Member Comp | Not a direct customer/supplier noted for EGP; within EGP overboarding limits. |
Expertise & Qualifications
- Board-designated skill set: Public company board experience; real estate operations and investment; regulatory/legal/risk; senior leadership/strategic initiatives; corporate responsibility.
- Education: BA, Yale University; JD, Harvard Law School.
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (3/31/2025) | 2,514 shares |
| Shares outstanding (3/31/2025) | 52,265,432 shares |
| Ownership as % of outstanding | ~0.0048% (2,514 ÷ 52,265,432) |
| Director stock ownership guideline | 5x annual director cash retainer (market value basis) |
| Compliance note | Directors/executives with 5+ years of service currently in compliance; Mr. Fields joined in 2022 and is within the phase-in window. |
Governance Assessment
Key findings for investors
- Board effectiveness: Mr. Fields is an active, engaged independent director serving on two core oversight committees (Compensation; Nominating & Corporate Governance), which met 6x and 3x in 2024, respectively; EGP’s overall director attendance was strong (98% average; 27 total meetings).
- Pay and shareholder alignment oversight: As a Compensation Committee member (and signatory to the Compensation Committee Report), he participates in a program advised by an independent consultant (Ferguson Partners), with strong say-on-pay support in 2024 (97.3% of votes cast).
- Independence and conflicts safeguards: EGP prohibits hedging/pledging by directors, maintains related-party transaction review under the Audit Committee, and enforces overboarding limits—all of which reduce conflict risk. Mr. Fields’ external public board service (CBL) is within policy.
- Ownership alignment: He holds EGP shares and is subject to robust director ownership guidelines (5x retainer), supporting long-term alignment; he remains within the onboarding window for guideline compliance given his 2022 start.
Monitoring items
- External board workload: Continue to monitor aggregate public board and committee leadership responsibilities across EGP and CBL (e.g., chair role at CBL NCGC) versus EGP’s time and engagement expectations—currently in compliance with EGP policy.
- Related-party exposure: No transaction-specific disclosures identified in the proxy; Audit Committee oversight remains the control mechanism—track future proxies/8-Ks for any developments.