Erin D. Pickens
About Erin D. Pickens
Erin D. Pickens is Senior Vice President and Chief Financial Officer of Stratus Properties Inc. (STRS), age 63 as of March 21, 2025; she has served as SVP since May 2009 and CFO since June 2009, and is a licensed Certified Public Accountant with current membership in the AICPA and Texas Society of CPAs . Company performance under her tenure includes record net income of $90.4 million in 2022 and $57.4 million in 2021 tied to major asset sales, followed by 2023 consolidated revenues of $17.3 million versus $37.5 million in 2022; TSR declined in 2022 amid stock volatility and a special $4.67 dividend, impacting equity award values . The Board rejected an unsolicited acquisition proposal in March 2024, reiterating focus on executing Stratus’ business strategy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tarragon Corporation | Executive Vice President & Chief Financial Officer | Nov 1998 – Apr 2009 | Led finance through restructuring period; Tarragon filed Chapter 11 on Jan 12, 2009 and emerged July 6, 2010 . |
| Tarragon Corporation | Vice President & Chief Accounting Officer | Sep 1996 – Nov 1998 | Oversaw accounting functions during growth and pre-restructuring . |
| Tarragon Corporation | Accounting Manager | Jun 1995 – Aug 1996 | Managed accounting operations and system/process integrity . |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member | Current as of Mar 21, 2025 | Professional credential and ongoing standards engagement . |
| Texas Society of Certified Public Accountants | Member | Current as of Mar 21, 2025 | State-level CPA community and professional development . |
Fixed Compensation
| Metric ($USD) | 2019 | 2020 | 2021 |
|---|---|---|---|
| Salary | $275,000 | $275,000 | $275,000 |
| Bonus | $160,000 | $160,000 | $0 |
| Stock Awards (Fair Value) | $46,480 | $72,446 | $204,200 |
| Non-Equity Incentive Plan Compensation | $0 | $0 | $895,777 |
| All Other Compensation | $72,837 | $51,678 | $69,036 |
| Total Compensation | $554,317 | $559,124 | $1,444,013 |
Perquisites include automobile leases, maintenance, insurance; company 401(k) contributions and life insurance premiums were provided on the same basis as other employees .
Performance Compensation
RSU Awards and Vesting
| Grant Date | Type | Shares Granted | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Mar 12, 2019 | RSUs (Annual LTIP) | 2,000 | $46,480 | Ratable over 4 years; accelerated upon death, disability, retirement, or qualifying termination post-change of control per plan . |
| Feb 17, 2022 | RSUs (Long-Term Incentive Program) | 3,000 | $111,930 | Ratable over 4 years; acceleration for death, disability, retirement, or qualifying termination post-change of control . |
| May 16, 2022 | RSUs (Profit Plan – Lantana Place valuation event) | 10,253 | $434,215 | Ratable over 3 years; acceleration upon death, disability, retirement, or termination without cause/with good reason . |
| RSUs Outstanding (Dec 31, 2023) | Vesting Schedule |
|---|---|
| 13,084 units | 1,000 vesting Mar 15, 2024; 1,500 vesting 50% on Mar 15, 2024 and 50% on Mar 15, 2025; 1,499 vesting Mar 11, 2024 and 33% each on Mar 15, 2024, 2025, 2026; 2,250 vesting 50% on Feb 17, 2024 and 50% on Feb 17, 2025; 6,835 vesting Mar 15, 2024–2026 as scheduled . |
| RSUs Outstanding (Dec 31, 2024) | Market Value ($) | Detailed Vesting |
|---|---|---|
| 13,253 units | $275,132 (at $20.76/share) | 750 vesting Mar 15, 2025; 1,500 vesting 50% on Mar 15, 2025 and 50% on Mar 15, 2026; 3,418 vesting Feb 17, 2025–2027 (33% each); 4,099 vesting Feb 15, 2025; 3,486 vesting Feb 15, 2025 . |
Dividend equivalents accrued on unvested RSUs are payable only upon vesting; Ms. Pickens has accrued dividend equivalents reflected in potential payments tables (see Employment Terms) .
Performance Metrics Design (select historical framework)
| Metric | Weighting | Target | Notes |
|---|---|---|---|
| Net Asset Value (NAV) after taxes maintenance (≥$36/share) | 50% | $36/share NAV after taxes | Performance-vested RSUs over a 3-year period . |
| Net Asset Value (NAV) after taxes growth | 50% | +15% NAV after taxes | Chosen as central to active development plan execution . |
Beginning in 2023, annual incentives are governed by a new AIP with majority based on pre-established performance goals; executives receive the greater of AIP payout or new LTIP payout, not both; awards subject to clawback .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Mar 26, 2025) | 55,550 shares not subject to vesting; 0 shares vesting within 60 days; total 55,550; <1% of outstanding shares (8,072,897 shares) . |
| Additional Unvested RSUs (not counted above) | 10,173 RSUs . |
| Ownership Structure | Shares held jointly with husband; shared voting power . |
| Stock Ownership Guidelines | CFO expected to hold 1x base salary in stock (3-year trailing average price); both executives exceeded targets as of Mar 26, 2025 . |
| Hedging/Pledging | Insider Trading Policy prohibits hedging/derivative transactions and new pledges since Mar 3, 2016 . |
| Pledging Status | No pledge disclosed for Ms. Pickens; CEO has grandfathered pledge (not applicable to Ms. Pickens) . |
Employment Terms
| Scenario (Assumed Dec 31, 2024 termination) | Lump Sum Severance ($) | Unvested LTIs Vesting Value ($) | Accrued Dividend Equivalents ($) | Health & Life Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Death, Disability, or Retirement | N/A | 275,132 | 26,470 | N/A | 301,602 |
| Termination without Cause | 675,897 | 275,132 | 26,470 | 25,813 | 1,005,026 |
| Termination with Good Reason | 675,897 | 228,422 | 26,470 | 25,813 | 958,316 |
| Termination after Change of Control (double-trigger) | 2,691,000 | 275,132 | 26,470 | 25,813 | 3,020,129 |
- Agreements: Severance and change-of-control agreements effective Apr 1, 2022 (replaced by New Agreements per FY2024 10-K exhibits); cash COC benefits are double-trigger; RSUs generally accelerate only upon qualifying termination within two years post-change of control; Profit Plan/LTIP do not accelerate on change of control .
- Definitions of “Cause”: Provided for COC agreements and RSU agreements (e.g., failure to perform, injurious conduct, felony conviction; RSU causes include illegal acts, dishonest conduct, fraud, failure to follow directives, breach) .
- Clawback: Performance-vested RSUs subject to clawback upon restatement or misconduct resulting in overpayment .
- Tax Gross-Ups: No excise tax gross-ups provided to NEOs; payments may be reduced to avoid 280G excise tax .
Performance & Track Record
- Record net income tied to major asset sales: $57.4 million (2021) and $90.4 million (2022), reflecting sales of The Santal II, The Saint Mary, and Block 21; TSR decreased in 2022 with stock volatility and special $4.67 dividend .
- FY2023 consolidated revenues: $17.3 million (vs. $37.5 million in 2022), with continued development and leasing operations; consolidated net loss of $14.8 million attributable to common stockholders in 2023 .
- Strategic transactions: Completed sale of Block 21 for $260 million (June 1, 2022) .
- Governance actions: Board rejected unsolicited acquisition proposal in Mar 2024 as undervaluing STRS; letter signed by Lead Independent Director, with 8-K signed by CFO .
Say-On-Pay & Shareholder Feedback
| Year/Proposal | Result |
|---|---|
| 2024 Say-on-Pay (Advisory) | Votes For: 3,920,475; Against: 175,967; Abstentions: 15,827; Broker Non-Votes: 2,195,396 . |
| 2024 Auditor Ratification | Votes For: 6,301,374; Against: 1,038; Abstentions: 5,253 . |
| Best Practices Snapshot | Anti-hedging/anti-pledging; double-trigger COC cash and equity; clawback on performance awards; independent compensation consultant; executives exceed ownership guidelines; no excise tax gross-ups; limited perquisites . |
Compensation Structure Analysis
- Shift to structured performance pay: Beginning in 2023, AIP introduced with majority pre-set performance goals; executives receive greater of AIP or LTIP payout, not both—tightening pay-for-performance alignment with clawback coverage .
- Equity mix and vesting cadence: RSUs from Profit Plan/LTIP vesting across 3–4 years with defined near-term tranches (e.g., 2024–2026 schedules), supporting retention but creating calendar-specific vest events .
- Elimination of tax gross-ups and anti-hedging/pledging: Reduced governance red flags and improved alignment posture since 2016/2017 policies .
Equity Ownership & Alignment Details
| Date | Shares Not Subject to Vesting | Shares Subject to Vesting within 60 days | Total Beneficially Owned | % Outstanding | Additional Unvested RSUs |
|---|---|---|---|---|---|
| Mar 26, 2025 | 55,550 | 0 | 55,550 | <1% | 10,173 |
- Ownership guidelines: CFO at 1× base salary; executives exceeded targets (compliance tested annually based on 3-year trailing average price) .
- Hedging/Pledging: Prohibited for insiders; no new pledges since Mar 3, 2016; Ms. Pickens’ shares are held jointly with spouse; no pledges disclosed for her .
Employment Terms
- Tenure: SVP since May 2009; CFO since June 2009; age 63 as of Mar 21, 2025 .
- Severance/COC: Double-trigger cash benefits; RSUs accelerate only with qualifying termination post-change of control; amounts detailed above .
- Clawback & Policies: Clawback on performance RSUs; anti-hedging and anti-pledging; executives exceed ownership guidelines .
Investment Implications
- Alignment: Significant long-term equity exposure and ownership guideline compliance, coupled with anti-hedging/anti-pledging and clawback, support pay-for-performance discipline and reduce governance risk .
- Vesting cadence and liquidity timing: Concentrated vesting tranches in 2024–2026 (with associated dividend equivalents) may influence timing of potential insider liquidity decisions; actual sales are not disclosed in proxies/8-Ks reviewed here .
- Retention economics: Double-trigger COC benefits and defined severance packages with RSU acceleration on certain terminations mitigate retention risk while limiting single-trigger windfalls; no excise tax gross-ups .
- Execution track record: CFO tenure spans major asset monetizations (e.g., Block 21), record net income years (2021–2022), and strategic defense posture in 2024; the 2023 revenue contraction underscores cyclical project timing and sector dynamics .
Note: We searched recent proxies (DEF 14A), 10-K executive officer sections, and related 8-K filings for Ms. Pickens’ compensation, ownership, and employment terms. Form 4 insider transaction details are not contained in these documents; no additional insider sale/purchase data was identified in the filings searched above.