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
Contents
Pay Versus Performance
The following tables and discussion summarize the relationship between the compensation actually paid, calculated in accordance with Item 402(v) of Regulation S-K (“Compensation Actually Paid”), to our principal executive officer (“PEO”) and the average Compensation Actually Paid to our other Named Executive Officers and certain financial performance results for our last five completed fiscal years, calculated in the manner required by Item 402(v) of Regulation S-K. The tables and the associated narrative and graphical disclosure should be viewed together for a more complete presentation of such relationship over the time periods presented.
The calculations and analysis below do not necessarily reflect the Company’s approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion and Analysis on page 39 of this proxy statement.
| AverageSummaryCompensationTable Total forNon-PEO NamedExecutiveOfficers($)(1) (4) · AverageCompensationActually Paidto Non-PEONamedExecutiveOfficers ($)(3) (4) · Value ($) of Initial Fixed $100Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year · SummaryCompensationTable Total forPEO ($)(1) (2) · CompensationActually Paidto PEO ($)(2) (3) · TotalShareholderReturn ($)(5) · Peer GroupTotal Shareholder Return($)(5)(6) · Net Income(in thousands)($)(7) · FFO PerDiluted Share($)(8) | ||||||||
| 2024 | 7,123,038 | 3,198,715 | 2,191,323 | 1,229,579 | 138.42 | 123.25 | 227,807 | 8.35 |
| 2023 | 6,894,670 | 11,324,343 | 2,277,324 | 3,441,758 | 153.53 | 113.35 | 200,548 | 7.79 |
| 2022 | 5,467,097 | (36,469) | 1,875,710 | 435,024 | 120.29 | 99.67 | 186,274 | 7.00 |
| 2021 | 5,397,019 | 14,229,431 | 1,681,057 | 4,026,839 | 179.73 | 131.78 | 157,638 | 6.09 |
| 2020 | 4,666,270 | 5,689,719 | 1,618,443 | 1,892,120 | 106.70 | 92.00 | 108,391 | 5.38 |
(1)The dollar amounts reported represent the total compensation for the PEO and the average total compensation for the other Named Executive Officers, in each cased as reported in the Summary Compensation Table for the applicable year.
(2)For all years presented, the PEO is Marshall A. Loeb, Chief Executive Officer, President and Director.
(3)The dollar amounts reported represent the Compensation Actually Paid for our PEO and the average Compensation Actually Paid for our other Named Executive Officers, as computed in accordance with SEC rules, but do not reflect the actual amount of compensation received by our PEO or other Named
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Executive Officers during the applicable year. Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined by reference to (a) for restricted share awards (excluding performance-based stock awards), the closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price, (b) for performance-based stock awards that are not market based, the same valuation methodology as restricted share awards above except year-end values are multiplied by the probability of achievement as of each such date, and (c) for market-based performance-based stock awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end dates. For the portion of Compensation Actually Paid that is based on year-end stock prices, the following prices were used: $160.49, $183.54, $148.06, $227.85, $138.06, and $132.67 for years ended 2024, 2023, 2022, 2021, 2020, and 2019, respectively. Compensation Actually Paid reflects the following adjustments from total compensation reported in the Summary Compensation Table:
| PEO ($) | Average OtherNamedExecutiveOfficers ($) | |
|---|---|---|
| Total Reported in 2024 Summary Compensation Table (“SCT”) | 7,123,038 | 2,191,323 |
| Less, Value of Stock Awards Reported in SCT | (4,220,955) | (1,074,210) |
| Plus, Year-End Value of Awards Granted in Fiscal Year that are Outstanding and Unvested | 3,509,838 | 901,846 |
| Plus (or Minus), Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | (3,335,259) | (828,565) |
| Plus, Vesting Date Fair Value of Awards Granted this Year and that Vested this Year | 123,469 | 39,536 |
| Plus (or Minus), Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | (1,416) | (351) |
| Minus, Prior Year-End Fair Value of Prior Year Awards that Failed to Vest this Year | — | — |
| Total Adjustments | (3,924,323) | (961,744) |
| Compensation Actually Paid for Fiscal Year 2024 | 3,198,715 | 1,229,579 |
| PEO ($) | Average OtherNamedExecutiveOfficers ($) | |
|---|---|---|
| Total Reported in 2023 SCT | 6,894,670 | 2,277,324 |
| Less, Value of Stock Awards Reported in SCT | (4,216,711) | (1,163,731) |
| Plus, Year-End Value of Awards Granted in Fiscal Year that are Outstanding and Unvested | 5,648,593 | 1,574,180 |
| Plus (or Minus), Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 2,724,847 | 673,240 |
| Plus, Vesting Date Fair Value of Awards Granted this Year and that Vested this Year | 68,067 | 23,942 |
| Plus (or Minus), Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | 204,877 | 56,803 |
| Minus, Prior Year-End Fair Value of Prior Year Awards that Failed to Vest this Year | — | — |
| Total Adjustments | 4,429,673 | 1,164,434 |
| Compensation Actually Paid for Fiscal Year 2023 | 11,324,343 | 3,441,758 |
| PEO ($) | Average OtherNamedExecutiveOfficers ($) | |
|---|---|---|
| Total Reported in 2022 SCT | 5,467,097 | 1,875,710 |
| Less, Value of Stock Awards Reported in SCT | (2,956,285) | (826,293) |
| Plus, Year-End Value of Awards Granted in Fiscal Year that are Outstanding and Unvested | 2,256,774 | 646,922 |
| Plus (or Minus), Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | (4,391,500) | (1,151,722) |
| Plus, Vesting Date Fair Value of Awards Granted this Year and that Vested this Year | 121,406 | 36,794 |
| Plus (or Minus), Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | (533,961) | (146,387) |
| Minus, Prior Year-End Fair Value of Prior Year Awards that Failed to Vest this Year | — | — |
| Total Adjustments | (5,503,566) | (1,440,686) |
| Compensation Actually Paid for Fiscal Year 2022 | (36,469) | 435,024 |
| PEO ($) | Average OtherNamedExecutiveOfficers ($) | |
|---|---|---|
| Total Reported in 2021 SCT | 5,397,019 | 1,681,057 |
| Less, Value of Stock Awards Reported in SCT | (3,028,367) | (759,494) |
| Plus, Year-End Value of Awards Granted in Fiscal Year that are Outstanding and Unvested | 6,253,558 | 1,574,699 |
| Plus (or Minus), Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 5,453,289 | 1,490,384 |
| Plus, Vesting Date Fair Value of Awards Granted this Year and that Vested this Year | 88,020 | 24,863 |
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| Plus (or Minus), Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | 65,912 | 15,330 |
|---|---|---|
| Minus, Prior Year-End Fair Value of Prior Year Awards that Failed to Vest this Year | — | — |
| Total Adjustments | 8,832,412 | 2,345,782 |
| Compensation Actually Paid for Fiscal Year 2021 | 14,229,431 | 4,026,839 |
| PEO ($) | Average OtherNamedExecutiveOfficers ($) | |
|---|---|---|
| Total Reported in 2020 SCT | 4,666,270 | 1,618,443 |
| Less, Value of Stock Awards Reported in SCT | (2,481,393) | (686,016) |
| Plus, Year-End Value of Awards Granted in Fiscal Year that are Outstanding and Unvested | 3,007,943 | 835,889 |
| Plus (or Minus), Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | 334,747 | 87,026 |
| Plus, Vesting Date Fair Value of Awards Granted this Year and that Vested this Year | 73,081 | 20,607 |
| Plus (or Minus), Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested this Year | 89,071 | 16,171 |
| Minus, Prior Year-End Fair Value of Prior Year Awards that Failed to Vest this Year | — | — |
| Total Adjustments | 1,023,449 | 273,677 |
| Compensation Actually Paid for Fiscal Year 2020 | 5,689,719 | 1,892,120 |
(4)For all years presented, the non-PEO Named Executive Officers include: Brent W. Wood, Executive Vice President, Chief Financial Officer and Treasurer; John F. Coleman, Executive Vice President; R. Reid Dunbar, Executive Vice President; and Ryan M. Collins, Executive Vice President.
(5)Value assumes $100 invested on December 31, 2019.
(6)For the relevant fiscal year, represents the cumulative TSR of the Peer Group, defined as the FTSE Nareit Equity REITs Index, a published industry index.
(7)Represents net income computed in accordance with GAAP.
(8)The Company selected FFO per diluted share as its Company-Selected Financial Measure. FFO is a commonly used operating performance measure of REITs used to evaluate the performance of the Company's investments in real estate assets and its operating results and is defined by Nareit. FFO is not computed in accordance with 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 SEC on February 12, 2025.
Financial Performance Measures
As described in greater detail in “Compensation Discussion and Analysis” section of this Proxy Statement, our executive compensation program is intended to motivate our executives to achieve short-term and long-term objectives and build sustainable long-term value for our Company. We believe the Compensation Committee’s emphasis on pay-for-performance in the design of its executive compensation programs aligns the interests of shareholders and management. The Compensation Actually Paid in each of the five years reported above and over the five-year cumulative period is reflective of the Company’s level of achievement for a variety of pre-established performance measures under its annual and long-term incentive plans. The most important financial performance measures used by the Company to link Compensation Actually Paid to the Company’s Named Executive Officers, for the most recently completed fiscal year, to the Company’s performance are as follows:
FFO Per Diluted Share(1)(2)
Change in Same PNOI Excluding Income from Lease Terminations (Cash Basis)(1)(3)
Debt-to-EBITDAre Ratio(1)(4)
Company TSR Compared to FTSE Nareit Equity REITs Index(5)
(1)FFO, Same PNOI Excluding Income from Lease Terminations (Cash Basis) and EBITDAre are not computed in accordance with 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 SEC on February 12, 2025. Reconciliations of Same PNOI Excluding Income from Lease Terminations (Cash Basis) and EBITDAre and other required disclosure, including disclosure related to the Debt-to-EBITDAre ratio and Interest and Fixed Charge Coverage ratio, can be found on pages 5, 6, 8, 10, 21, 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 atwww.eastgroup.net. Interest and Fixed Charge Coverage ratio is calculated as EBITDAre divided by the sum of interest expense plus principal amortization.
(2)FFO is a commonly used operating performance measure of REITs used to evaluate the performance of the Company's investments in real estate assets and its operating results.
(3)Same PNOI Excluding Income from Lease Terminations (Cash Basis) is a non-GAAP, property-level supplemental measure of performance used to evaluate the performance of the Company's investments in real estate assets and its operating results on a same property basis.
(4)Debt-to-EBITDAre Ratio is a non-GAAP measure used to analyze the Company's financial condition and operating performance relative to its leverage.
(5)The Company's TSR relative to that of the FTSE Nareit Equity REITs Index over a three-year period is a metric included in the Company's multi-year long-term incentive plans.
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Relationship Disclosure
We believe the Compensation Actually Paid in each of the five years reported above and over the five-year cumulative period is reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the Compensation Actually Paid fluctuated year over year, primarily due to our TSR and our levels of achievement against pre-established performance goals under our annual and long-term incentive plans.
Total Shareholder Return and Peer Group Total Shareholder Return
Net Income
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FFO Per Diluted Share
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