EASTGROUP PROPERTIES INC
For the period ended Dec 31, 2023. Filed Apr 12, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 12, 2024
EGP$193.81-0.0%Stored close · as of Nov 6, 2026
Contents
Proxy Voting Roadmap
| Proposal 1Election of Directors | |
|---|---|
| The Board recommends a vote FOR each director nominee. | See Page 14-33for more details. |
Director Nominees
| Name and Primary Occupation · EEO-1 Data(1) · Age · Director Since · Committee Membership | |||
|---|---|---|---|
| AC | CC | NCGC | IC |
| D. Pike Aloian INDEPENDENTManaging Director of Neuberger Berman | White (M) | 69 | 1999 |
| H. Eric Bolton, Jr. INDEPENDENTChief Executive Officer of Mid-America Apartment Communities, Inc. | White (M) | 67 | 2013 |
| Donald F. Colleran INDEPENDENTChairman of the Board since 2023Former President and Chief Executive Officer of FedEx Express | White (M) | 68 | 2017 |
| David M. Fields INDEPENDENTExecutive Vice President, Chief Administrative Officer and General Counsel of Sunset Development Company | Black (M) | 66 | 2022 |
| Marshall A. LoebChief Executive Officer, President and Director of EastGroup Properties, Inc. | White (M) | 61 | 2016 |
| Mary E. McCormick INDEPENDENTFormer Executive Director of the Center for Real Estate at The Ohio State University | White (F) | 66 | 2005 |
| Katherine M. Sandstrom INDEPENDENTFormer Senior Managing Director at Heitman LLC | White (F) | 55 | 2020 |
| AC | Audit Committee | Chairperson |
|---|---|---|
| CC | Compensation Committee | Member |
| NCGC | Nominating and Corporate Governance Committee | |
| IC | Investment Committee |
(1)Equal Employment Opportunity (EEO-1) categories, as self-identified.
| 8 | EastGroup Properties |
| Director Nominee Snapshot(1) | Director Nominee Skills and Experience(2)ACCOUNTING AND FINANCECAPITAL MARKETSE-COMMERCE AND LOGISTICSCORPORATE SUSTAINABILITY MATTERSPUBLIC COMPANY BOARD EXPERIENCEREAL ESTATE OPERATIONS AND INVESTMENTREGULATORY, LEGAL OR RISK MANAGEMENTSENIOR LEADERSHIP AND STRATEGIC INITIATIVES |
| GENDER IDENTITY | |
|---|---|
| 2020 | 2024 |
| RACIAL IDENTITY | |
| 2020 | 2024 |
| AGE | |
| 2020 | 2024 |
| TENURE | |
| 2020 | 2024 |
(1)Excludes Marshall A. Loeb, our CEO
(2)Includes all director nominees
| 2024 Proxy Statement | 9 |
|---|
Corporate Governance Highlights
| IndependentOversight | uSix of the seven Board nominees are independentu100% independent Audit, Compensation and Nominating and Corporate Governance CommitteesuSeparation of Chairman and CEO positionsuAudit Committee meets with independent and internal auditors at least quarterlyuFull Board oversight of strategy, risk management and corporate sustainability matters |
|---|---|
| Board Refreshment | uAnnual director elections by shareholders (non-staggered board)uTwo of the seven Board nominees are women, and one nominee identifies as a racial or ethnic minorityuChairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee rotated in 2020; Chairperson of the Nominating and Corporate Governance Committee rotated again in 2022 |
| Sound Compensation Practices | uAll stock-based incentive plans have been approved by shareholdersuRobust stock ownership guidelines for directors and executive officersuEliminated director meeting fees in 2020 by adopting a retainer compensation program for directorsuShares granted to employees and directors have been less than 1% of the shares outstanding over the last three yearsuCompensation is strongly tied to performance, and we do not have employment agreements, automatic salary increases or guaranteed bonusesuThe Board has adopted a clawback policy that applies to both cash and equity incentive compensationuNo hedging or pledging of Company securities by directors or executive officersuNo excessive perquisitesuNo supplemental executive retirement plansuNo tax gross-ups and no single-trigger provisions |
| Other Best Practices | uGeneral and administrative expense as a percentage of revenue was less than 5% for the years ended December 31, 2023 and 2022uInterested parties may communicate directly with the Board through a link on the Company’s websiteuNo collective bargaining agreements |
| Proposal 2Ratification of Independent Registered Public Accounting Firm | |
|---|---|
| The Board recommends a vote FOR proposal 2. | See Page 34-36for more details. |
| 10 | EastGroup Properties |
| Proposal 3Non-Binding, Advisory Vote on Executive Compensation | |
|---|---|
| The Board recommends a vote FOR proposal 3. | See Page 37-68for more details. |
Executive Compensation Snapshot
| Pay Element | |||||
| CEO | Other NEOs | Why It Is Provided | Key Features | ||
| BaseSalary | uWe pay a base level of competitive cash salary to attract and retain executive talent. | uWe determine base salary based on experience, job scope, market data and individual performance.uWe annually review our Named Executive Officers’ (“NEOs”) base salaries against our peers to maintain competitive levels. | |||
| Annual Cashand EquityIncentiveTarget | uOur annual cash and equity incentives are based on the achievement of objective at-risk Company performance metrics and individual goals to align compensation with strategic goals. | uA balanced mix of financial metrics commonly used to measure REIT performance and individual performance goals:uFFO per share (50%)uSame PNOI change (10%)uDebt to earnings before interest, taxes, depreciation and amortization for real estate (“EBITDAre”) ratio (10%)uFixed charge coverage ratio (10%)uIndividual objectives (20%)uPaid 50% in cash and 50% in equity. Cash is paid and a portion of the equity vests at the end of the one-year performance period, and the remainder vests ratably over an additional two years. | |||
| Performance-Based LongTerm EquityIncentiveTarget | uWe grant performance-based (70%) and service-based restricted shares (30%) to our executives to encourage retention and align executive compensation with shareholders’ interests. | uPerformance-based awards are only earned by achieving the Company’s three-year Total Shareholder Return (“TSR”) performance hurdles relative to the Nareit Equity Index and member companies of the Nareit Industrial Index.uA portion of the shares vest at the end of the three-year performance period, and the remainder vests after an additional one-year vesting period. | |||
| Service-BasedLong TermEquityIncentiveTarget | uService-based awards vest ratably over four years. | ||||
| 2024 Proxy Statement | 11 |
|---|
TARGET COMPENSATION MIX
ChiefExecutiveOfficer
Other NamedExecutiveOfficers
| 12 | EastGroup Properties |
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