EASTGROUP PROPERTIES INC

For the period ended Dec 31, 2024. Filed Apr 11, 2025.

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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, 2024 · Filed Apr 11, 2025

EGP$193.81-0.0%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒Filed by a Party other than the Registrant ☐Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

EASTGROUP PROPERTIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Letter to Shareholders

April 11, 2025Dear Fellow Shareholders,On behalf of the entire Board of Directors, we would like to provide an update on how we are creating shareholder value and how we are progressing on key areas of stakeholder interest. We are proud of our people and our performance and we believe our business and future prospects remain resilient.Sustained Financial Performance and Shareholder Value Creation2024 marked another year of multi-consecutive year-over-year increases. Our funds from operations attributable to common stockholders (“FFO”) increased by 7.2% – the fourteenth consecutive year of growth – and same property net operating income (“PNOI”) excluding lease termination fees (cash basis) increased by 5.6% compared to 2023.(1) Although occupancy rates dipped slightly, occupancy is still very strong at 96.1% as of December 31, 2024, and our rental rates increased 53%, marking the tenth consecutive year of double-digit straight-line rental rate increases.Our Growth Strategy Supports Long Term Shareholder ValueWe now have over 63 million square feet under ownership whose geographic, property and customer profile support continued long-term growth. We have confidence in our growth strategy of acquiring, developing, and operating multi-tenant business distribution parks for location-sensitive customers clustered around major transportation features in supply-constrained submarkets. In 2024, we acquired approximately 2.5 million square feet of operating properties and 61 acres of development land, and as of December 31, 2024, our development and value-add program consisted of 21 projects located in 14 high-growth markets. In 2024, we began construction of 10 projects totaling approximately 1.6 million square feet in seven markets. We transferred seven properties with approximately 1.5 million square feet in six markets into our operating portfolio.Our strong 2024 results support our commitment to deliver value to our shareholders. For 2024, we declared dividends of $5.34 per share. That marks 45 years of consecutive quarterly cash dividends, with increases in each of the last 13 years. At December 31, 2024, the ten-year compounded annual total return (dividends plus change in our common stock price) to shareholders was 13%. We also continued to strengthen our balance sheet and be prudent with capital allocation and incremental risk.Active and Engaged Board of DirectorsWe and our fellow directors are committed to serving you, our shareholders. Our leadership team actively engages with shareholders, and the Board has a demonstrated record of being responsive to shareholder feedback.Continued Commitment to Environmental StewardshipContinuing to further our corporate responsibility initiatives remains an important focus for our Board and team. We continued publishing our Corporate Responsibility Report, augmented by a Corporate Responsibility Policy that formalizes our commitments, goals and targets on environmental sustainability and climate resilience. In 2024, we completed our second annual GRESB Real Estate Assessment, which provided us with additional insight into our corporate responsibility management and performance as compared to industry peers. This commitment comes with cost savings – a sustainability-linked component of our revolving credit facility, pursuant to which the applicable interest margin and facility fee may be adjusted annually. Our People and Culture Our record financial performance is not possible without our great people that continue to execute at a very high level and our unique family-oriented, employee-focused and entrepreneurial culture. We also focus on our relationships with our tenants, partners and communities. We believe this people-first approach drives high engagement and satisfaction levels, evidenced by our low employee turnover and strong lease metrics.We hope you can join us at our 2025 Annual Meeting of Shareholders. You will find information about the meeting, including matters to be voted on, in this proxy statement. Thank you again for your support, and we look forward to continuing to engage with you on our performance and priorities.
“On behalf of the entire Board of Directors, I want to thank you for your continued support of EastGroup Properties. We are proud of our people and our performance. Last year’s success leaves us better positioned to capitalize on our future opportunities.”Marshall A. LoebChief Executive Officer, President and Director
Funds from operationsattributable tocommon stockholders(1)increased 7.2%Same property net operating income (cash basis)(1) increased 5.6%Acquired approximately 2.5 million square feet of operating properties and approximately 61 acres of development landDeclared dividends of $5.34 per share, marking 180 consecutive quarters of cash dividends
Donald F. ColleranChairman of the Board	Marshall A. LoebChief Executive Officer, President and Director
(1)FFO and Same PNOI Excluding Income from Lease Terminations (Cash Basis) are not computed in accordance with Generally Accepted Accounting Principles (“GAAP”). A reconciliation of FFO and other required disclosure can be found on page 24 of our Annual Report on Form 10-K for the year ended December 31, 2024, which we filed with the Securities and Exchange Commission (“SEC”) on February 12, 2025. Reconciliations of Same PNOI Excluding Income from Lease Terminations (Cash Basis) and other required disclosure, can be found on pages 5, 6, 8, 23 and 24 in the Company’s quarterly Supplemental Information for the period ended December 31, 2024, which can be found on the Investor Relations page of the Company’s website at www.eastgroup.net.

2025 Proxy Statement	1

Table of Contents

2024 Performance Highlights	3
Proxy Voting Roadmap	8
Notice of 2025 Annual Meeting of Shareholders	12
Proxy Statement	13
Election of Directors	13
Director Nominee Biographical Information and Experience	14
Director Nominee Skills and Diversity Matrix	21
Board Composition and Refreshment	22
Board Evaluation	22
Nominating Procedures	22
Overboarding and Director Time Commitments	23
Refreshment and Succession Planning	24
Corporate Governance	25
Leadership Structure	25
Committees of the Board	26
Board Oversight and Engagement	27
Other Governance Principles	31
Compensation of Directors	32
Ratification of Independent Registered Public Accounting Firm	34
Evaluation and Selection of Independent Auditors	35
Auditor Fees and Services	35
Policy for Pre-Approval of Audit and Permitted Non-Audit Services	36
Report of the Audit Committee	36
Non-Binding, Advisory Vote On Executive Compensation	37
Executive Officers	38
Compensation Discussion and Analysis	39
Executive Summary	39
Named Executive Officers	39
2024 Performance Highlights	39
At-Risk Compensation Mix	40
Compensation Objectives and Philosophy	41
Compensation Best Practices	42
How We Make Compensation Decisions	43
Roles and Responsibilities	43
Consideration of Say-on-Pay Vote	44
Use of Peer Group Data	46

Components of Our Compensation Program	48
Base Salary	48
Annual Incentive Compensation	49
Long-Term Compensation	52
Other Benefits	55
Compensation Policies and Procedures	55
Compensation Committee Report	57
Compensation Tables	58
Summary Compensation Table	58
Grants of Plan-Based Awards in 2024	59
Outstanding Equity Awards at Year-End	60
Option Exercises and Stock Vested	62
Potential Payments Upon Termination or Change in Control	63
CEO Pay Ratio	66
Pay Versus Performance	66
Equity Compensation Plan Information	70
Stock Ownership Information	71
Security Ownership of Certain Beneficial Owners and Management	71
Security Ownership of Directors and Officers	71
Certain Transactions and Relationships	72
Other Matters	73
About the 2025 Annual Meeting of Shareholders	73

Frequently Requested Information
Director Nominee Biographical Information and Experience	14
Director Nominee Skills and Diversity Matrix	21
Nominating Procedures	22
Committees of the Board	26
Board Oversight and Engagement	27
Compensation of Directors	32
Compensation Discussion and Analysis	39
Components of Our Compensation Program	48
Compensation Tables	58
Stock Ownership Information	71
About the 2025 Annual Meeting of Shareholders	73

2	EastGroup Properties

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