Document

DEF 14A 1 a2022proxy.htm DEF 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

(Amendment No. _____)


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CAMDEN PROPERTY TRUST

(Name of Registrant as Specified in Its Charter)

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A LETTER TO CAMDEN'S SHAREHOLDERS

from Our Board of Trust Managers

March 24, 2022

Dear Fellow Shareholders:

As Camden’s Board, we are committed to representing and protecting your interests by providing strategic oversight of the Company’s Executive Management team, with a focus on long-term value creation. We believe the Company’s strong balance sheet, sound strategic business plan, solid operating performance, and the Company's culture and employees are all key factors in the Company’s continued success.

Our Board is comprised of a highly-qualified and experienced group of leaders, with the founders of the Company, Ric Campo and Keith Oden, complementing our independent Trust Managers. Good corporate governance, fostered by a high performing board culture, is vital to the Company and its shareholders, and we are committed to our Board being a strategic asset of the Company by ensuring each of our Board members brings a strong balance of varying perspectives, capabilities, skill sets, diversity, and experience to his or her role. Our corporate governance policies provide that generally an independent Trust Manager will not be nominated for re-election as a Trust Manager following the Trust Manager's 75th birthday. As a result of this policy, William F. Paulsen will retire from the Board effective as of the time of the 2022 annual meeting of shareholders and, in anticipation of this retirement, Javier E. Benito was appointed to the Board effective February 1, 2022. We encourage you to review the qualifications and backgrounds of our current nominees for election to the Board beginning on page 9 of this proxy statement.

Our Board believes that consistently strong operating results and a management team whose interests are aligned with those of our shareholders equate to long-term shareholder value creation. Accordingly, we link, through our annual bonus program and the grant of performance and long-term equity-based incentive awards, a substantial portion of the compensation opportunities for our executive officers to performance and long-term shareholder value.

We are committed to creating long-term value for Camden’s stakeholders, and integrating sustainable practices into our business. We continue to identify and implement innovative sustainable practices that support our communities, customers, residents and team members, while reducing our reliance on natural resources and reinforcing our commitment to being a responsible corporate citizen.

We appreciate and value your interest, investment and support. To the extent you have any thoughts, concerns or recommendations, they should be addressed to:

Lead Independent Trust Manager

Camden Property Trust

11 Greenway Plaza, Suite 2400

Houston, TX 77046

Thank you for your confidence in us and your continued support of the Company.

Sincerely,

Camden’s Board of Trust Managers

Richard J. Campo

Scott S. Ingraham

Frances Aldrich Sevilla-Sacasa

Javier E. Benito

Renu Khator

Steven A. Webster

Heather J. Brunner

D. Keith Oden

Kelvin R. Westbrook

Mark D. Gibson

William F. Paulsen


						2022 Proxy Statement


Table of Contents

Q&A WITH OUR LEAD INDEPENDENT TRUST MANAGER

What do you see as the Board's role?

The primary role of the Board is to provide strategic oversight of the Company’s Executive Management team and its strategic business plan, while always representing the best interests of the Company’s shareholders. The Board reviews the Company’s strategic plans, assesses and monitors risks that might impact the Company, and oversees the establishment and maintenance of appropriate financial and internal controls. While seeking to preserve the positive culture of outstanding corporate governance, we are focused on maintaining strong performance-related metrics, always mindful of the long-term goals and objectives of the Company and its shareholders.

What is the role as the Lead Independent Trust Manager?

A comprehensive list of the duties and responsibilities for this role is provided in the Company’s Guidelines on Governance, as well as on page 19 of this proxy statement. The Lead Independent Trust Manager serves as the principal liaison between the Company’s Chairman of the Board/CEO and our independent Trust Managers, and presides at any meetings at which the Chairman is not present (including regular Executive Sessions of independent Trust Managers). In an effort to maintain a thoroughly engaged, high-performance Board, the Lead Independent Trust Manager takes a leadership role in identifying issues for the Board to consider and, working with the Chairman of the Board/CEO, establishes the agenda for each meeting; assuring that the Trust Managers have sufficient information, resources, background, and time to adequately discuss and review the various issues included in the agenda, or otherwise brought before the Board. I believe that it is important the Lead Independent Trust Manager help maintain the appropriate balance between the Board’s involvement in longer-term strategy and the Company’s operations, which are charged to our Executive Management team. The Lead Independent Trust Manager takes the primary role in providing feedback to the Company’s Chairman of the Board/CEO with respect to any issues or discussions which may occur in Executive Session without the presence of the Executive Management Team. In addition, as part of the Board's continuous improvement and evaluation process, the Lead Independent Trust Manager meets with each Independent Trust Manager to solicit input regarding any actions the Board and Trust Managers can take to elevate our performance. Camden is committed to effective shareholder communication and the Lead Independent Trust Manager serves as the primary contact for any shareholders wishing to communicate directly with the Board.

The Company’s Chief Executive Officer also serves as its Chairman of the Board. Do you believe that is an appropriate and effective structure for the Company?

We believe at the present time, combining the roles of Chairman and CEO, together with a strong Lead Independent Trust Manager, provides the appropriate leadership and oversight of the Company and facilitates the effective functioning of both the Board and the Executive Management team. The Board believes its responsibility to shareholders requires that the Board retain the flexibility to determine the best leadership structure for the Company under any set of circumstances and personnel. By making decisions based on context, the Board is better able to make determinations in the best interests of shareholders, including those related to the Company’s Board leadership structure.

Any Closing Thoughts?

On behalf of the entire Board, I want to express our dedication to maintaining an open dialog with shareholders, soliciting and considering your input and comments, with a further commitment to review our performance in an ongoing effort to identify and implement policies and practices which enable us to fulfill our oversight and other fiduciary responsibilities and enhance our corporate governance program as appropriate. We very much value your support and sincerely appreciate and thank you for the trust and confidence you have placed in us.

Sincerely,

Kelvin R. Westbrook

Lead Independent Trust Manager

Camden Property Trust


						2022 Proxy Statement


Table of Contents


TABLE OF CONTENTS
Notice of Annual Meeting of Shareholders	1	Compensation Discussion and Analysis Overview	32
PROXY SUMMARY	2	Pay for Performance	32
Meeting Agenda and Voting Recommendations	2	Key Executive Compensation Performance Metrics of Achievement	33
Trust Manager Nominee Highlights	3	Company's Compensation Philosophy	34
Human Capital Matters	4	Determination of Compensation	34
Sustainability Commitment	5	Elements of Total Annual Direct Compensation	36
Governance Highlights	5	2021 Compensation Decisions	42
2021 Business Highlights	6	Policy Regarding Clawback of Compensation	43
Key Points on Our Executive Compensation Program	8	Deferred Compensation Plans and Termination Payments	43
Key Compensation Practices	8
PROPOSAL 1 - ELECTION OF TRUST MANAGERS	9	Employment Agreements	43
		Compensation Policies and Practices Relating to Risk Management	44
GOVERNANCE OF THE COMPANY	17
Board Independence	17	Compensation Tables	46
Board Oversight of Risk	17	Summary Compensation Table	46
Board Oversight of Human Capital Management	17	Grant of Plan Based Awards	48
Board Oversight of Sustainability	18	Employment Agreements	49
Board Leadership Structure	18	Outstanding Equity Awards at Fiscal Year-End	49
Executive Sessions	19	Stock Vested - Fiscal 2021	50
Board Meetings and Board Committees	20	Non-Qualified Deferred Compensation	50
Additional Governance Matters	22	Potential Payments Upon Termination or Change in Control	52
Guidelines on Governance and Codes of Ethics	22
Communication with the Board	22	CEO Compensation Pay Ratio	54
Share Ownership Guidelines	22	Equity Compensation Plans	54
Short Selling and Hedging Prohibition	23	PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	55
BOARD COMPENSATION	23
EXECUTIVE OFFICERS	26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	27	AUDIT COMMITTEE INFORMATION	55
		Report of the Audit Committee	55
PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION	30	Independent Registered Accounting Firm Fees	56
		Pre-Approval Policies and Procedures	57
EXECUTIVE COMPENSATION	31	INFORMATION ABOUT VOTING AND THE ANNUAL MEETING	58
Compensation Committee Report	31
Compensation Committee Interlocks and Insider Participation	31	SHAREHOLDER PROPOSALS AND TRUST MANAGER NOMINATIONS	62


The Board of Trust Managers of Camden Property Trust (the “Company” or “Camden”) is soliciting proxies to be used at our annual meeting. The proxy materials are first being sent on or about March 24, 2022 to all shareholders of record as of March 16, 2022, which is the record date for the annual meeting. The complete mailing address of the Company's executive offices is 11 Greenway Plaza, Suite 2400, Houston, Texas 77046.


						2022 Proxy Statement


Table of Contents

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


ANNUAL MEETING PROPOSALS
						Board Recommends

PROPOSAL 1 Elect 10 Trust Managers to hold office for a one-year term						ü FOR See Page 9

PROPOSAL 2 Hold an advisory vote on executive compensation						ü FOR See Page 30

PROPOSAL 3 Ratify Deloitte & Touche as our independent registered public accounting firm for 2022						ü FOR See Page 55

Other matters will be transacted as may properly come before the 2022 annual meeting of stockholders.

Proxy Voting Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we urge you to submit your proxy or voting instructions as soon as possible to ensure your shares are represented at the Annual Meeting. If you vote at the Annual Meeting, your proxy or voting instructions will not be used.

Beneficial Owners If you own common shares held in the name of a broker, bank, or other agent at the close of business on March 16, 2022, please follow the instructions they provide on how to vote your shares. Alternatively, you may vote by telephone or over the Internet if permitted by your bank, broker, or other agent.
Please contact Investor Relations at (800) 922-6336 or (713) 354-2787 with any questions or if you have any technical difficulties or trouble accessing the virtual meeting, or if you are unable to locate your control number.

By Order of the Board of Trust Managers,
/s/ Josh Lebar
Josh Lebar Senior Vice President-General Counsel and Secretary March 24, 2022

Important Notice Regarding Availability of Proxy Materials The proxy statement and annual report to shareholders are available at www.proxyvote.com and in the Investors' section of our website at www.camdenliving.com under “SEC Filings”.


LOGISTICS
¿			Date and Time Thursday, May 12, 2022 at 9:00 a.m. Central Time
¶			Record Date Wednesday, March 16, 2022
:			Place Our Annual Meeting will be a virtual meeting of shareholders. To participate, vote or submit questions during the Annual Meeting via live webcast, please visit: virtualshareholdermeeting.com/ CPT2022 and enter the control number found on your proxy card, voting instruction form or notice you may have previously received
*			Mailing Date The proxy materials are first being sent on or about March 24, 2022

HOW TO VOTE
Shareholders of Record
8			By Internet www.proxyvote.com virtualshareholdermeeting.com/ CPT2022
(			By Telephone 1-800-690-6903 (Toll free)
+			By Mail Complete your proxy card and cast your vote by pre-paid postage

Virtual Annual Meeting Information

After the adjournment of the Annual Meeting, shareholders can submit questions in the “Ask A Question” box on the virtual meeting page, which can be accessed at www.virtualshareholdermeeting.com/CPT2021. During the question and answer period, we will answer as many shareholder-submitted questions as time permits, and any questions that we are unable to address during this period will be published and answered on the investor page of our website following the meeting with the exception of any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references which are not in good taste. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.


						2022 Proxy Statement 1


Table of Contents

PROXY SUMMARY

This summary highlights selected information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider in deciding how to vote. You should read the entire proxy statement carefully before voting.

MEETING AGENDA AND VOTING RECOMMENDATIONS

Item 1

Election of Trust Managers

ü The Board of Trust Managers recommends you vote FOR the election of these nominees. See page 9 for further information.

Shareholders are being asked to elect 10 Trust Managers. The Company’s Trust Managers are elected for a term of one year by a majority of the votes cast.


Item 2			Advisory Vote to Approve Executive Compensation
ü The Board of Trust Managers recommends that you vote FOR this proposal. See page 30 for further information. We are asking shareholders to vote, in an advisory manner, to approve the executive compensation of our Named Executive Officers as described in the sections titled “Compensation Discussion and Analysis” beginning on page 32, the 2021 Summary Compensation Table on page 46, the accompanying compensation tables and the related narrative disclosures.


Item 3			Ratification of Independent Registered Public Accounting Firm
ü The Audit Committee of the Board of Trust Managers recommends that you vote FOR this proposal. See page 55 for further information. We are asking shareholders to ratify the Audit Committee’s appointment of Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm for 2022. Information on fees paid to Deloitte in 2020 and 2021 can be found on page 56.

Trust Manager Nominees:

Committee Memberships

Name

Age

Trust Manager
Since

Primary Occupation

Independent

N&G

Richard J. Campo

1993

Chairman of the Board and Chief Executive Officer (“CEO”) of the Company

Javier E. Benito

2022

General Manager KFC Latin America and the Caribbean of Yum! Brands, Inc.

Heather J. Brunner

2017

Chairwoman of the Board and CEO of WP Engine

Mark D. Gibson

2020

CEO, Capital Markets, Americas of Jones Lang LaSalle

Scott S. Ingraham

1998

Private Investor and Strategic Advisor

Renu Khator

2017

Chancellor of University of Houston System and President of University of Houston

D. Keith Oden

1993

Executive Vice Chairman of the Board and President

Frances Aldrich Sevilla-Sacasa

2011

Private Investor

Steven A. Webster

1993

Managing Partner, AEC Partners

Kelvin R. Westbrook

2008

President and CEO of KRW Advisors, LLC

A: Audit Committee C: Compensation Committee N&G: Nominating & Corporate Governance Committee E: Executive Committee

Chair ü Member


						2022 Proxy Statement 2


Table of Contents

TRUST MANAGER NOMINEE HIGHLIGHTS

Our Trust Manager nominees bring a balance of experience and perspective. We believe our Trust Manager nominee demographic is positive and enhances our goal to develop a culture of strong corporate governance.

INDEPENDENCE

80%

20%


						2022 Proxy Statement 3


Table of Contents


HUMAN CAPITAL MATTERS We strive to differentiate ourselves by our culture and talent. How we manage our human capital is critical to how we deliver on our strategy and create sustained growth and value for our shareholders. Our purpose is to improve the lives of our team members, customers, and shareholders, one experience at a time. We recognize a great culture is foundational to the success of this vision. Key Human Capital Components A Great Workplace Camden is committed to creating a great working environment that fosters the well-being, health, and happiness of all associates. Our team members are given meaningful opportunities to provide feedback and effect change. 96% of our employees say Camden is a Great Place to Work. Diversity, Equity & Inclusion We believe a great workplace fosters an environment where all employees can thrive and grow, and where differences are both encouraged and celebrated. Camden is taking a more intentional approach and has established a Diversity, Equity & Inclusion “DEI” Committee which is chaired by our Chairman of the Board and CEO. Each of our team members brings unique skills, experiences, and perspectives to Camden, and we continue to promote and encourage diversity, equity, and inclusion throughout our organization. Our commitment is to promote a diverse organization reflective of our residents and communities. We embrace all team members as full and valued members of the organization. Together we innovate, collaborate, and deliver consistently strong business results. Our continued commitment to furthering DEI initiatives has resulted in our workforce reflecting a broad base of talent, with true diversity amongst our team members in aspects of gender, generation, and ethnicity. Compensation & Benefits Camden has formal programs and benefits designed to retain team members and provide support as they navigate their personal and professional lives. To ensure we maintain our commitment to team members and compensation objectives, we participate in regular compensation and benefits surveys to see how we compare to other companies in our industry. Camden devotes a significant portion of its compensation resources to providing high-quality health benefits.
						2021 NOTABLE RECOGNITIONS
						Camden has been recognized as one of the best places to work both nationally and in many of our major markets. Our team members strive to achieve excellence every day and exhibit true teamwork in all they do.
						#8 - FORTUNE 100 Best Companies to Work For® 2021
						#2 - FORTUNE Best Workplaces for Hispanics and Latinos 2021
						#32 - FORTUNE Best Workplaces for Millennials™ 2021
						#49 - FORTUNE Best Workplaces for Women™ 2021
						#7 - PEOPLE Companies that Care® 2021
						#29 - GREAT PLACE TO WORK Best Workplaces in Texas™ 2021


Training and Development One of our most cherished mantras is “never stop learning.” We encourage team members to discover their strengths and cultivate new interests. We offer tuition assistance to team members working to earn industry designations from various organizations and also support team members who continue their education at an accredited educational institution through our Education Assistance Program. Community Engagement We have a passion for community service and giving back to the neighborhoods and cities in which we live and work. Camden’s volunteer spirit brings communities together and supports our goal to create Living Excellence. We established our Camden Cares program to provide assistance to charitable organizations through donations and volunteer hours, and we strive to have a positive impact on those around us. Our efforts focus on hunger and housing-related causes, as well as supporting community crisis centers, food banks, schools, and animal shelters.


						2022 Proxy Statement 4


Table of Contents

SUSTAINABILITY COMMITMENT

We are committed to operating in an environmentally responsible manner, and we continue to identify and implement innovative sustainable practices that support our communities, customers, residents, and team members, while reducing our reliance on natural resources and reinforcing our commitment to being a responsible corporate citizen. Some of our key environmental initiatives focus on:


			•Reducing our energy usage and waste volumes
			•Conserving water, and evaluating renewable energy sources, which in turn reduce our greenhouse gas emissions and carbon footprint
			•Green building methods
			•Reducing carbon emissions associated with building materials
			•Climate change and resiliency

To help guide our sustainability commitment, we have established the following sustainability-related reduction goals by 2030 as compared to a 2020 baseline:


			•Reduce common area GHG emissions by 15%
			•Reduce common area energy use by 15%
			•Procure 15% of electricity for common areas from renewable sources
			•Reduce common area water use by 15%
			•Reduce landfill-bound waste by 15%

We also recognize the importance of climate change and are committed to identifying, mitigating, and managing risks associated with climate change. We are actively addressing certain climate risks in a multitude of ways, including taking preventative measures for operating properties, making sustainability-related improvements when repositioning or redeveloping communities, and establishing appropriate risk-management practices and casualty insurance levels to cover potential damages.


The Board, through the Nominating and Corporate Governance Committee, oversees Camden's sustainability strategies and initiatives. See page 18 for information regarding the Board's oversight of sustainability.

GOVERNANCE HIGHLIGHTS

We are committed to good corporate governance to promote the long-term interests of shareholders, strengthen management accountability, and help maintain public trust in Camden. The Governance section beginning on page 17 describes our governance framework, which includes the following highlights:


•10 Trust Manager Nominees			•Regular Trust Manager Performance Assessment
•8 of 10 Trust Manager Nominees are independent			•Independent Audit, Compensation, and Nominating and Corporate Governance Committees
•Annual Election of Trust Managers by Majority Vote			•Regular Executive Sessions of Independent Trust Managers
•Commitment to Board refreshment (since 2017, four new Trust Managers have joined)			•Risk Oversight by Full Board and Committees
•Prohibition on Trust Managers Seeking Re-Election after age 75			•Anti-Hedging Policy
•Robust Trust Manager Nominee Selection Process			•Share Ownership Guidelines
•Lead Independent Trust Manager			•Bylaws Include Proxy Access Nominating Provisions


						2022 Proxy Statement 5


Table of Contents

2021 BUSINESS HIGHLIGHTS

We have reshaped our portfolio over the past several years through strategic capital recycling and have experienced internal growth from our operating portfolio. We believe this has resulted in better operational efficiencies and overall Company performance. Our key 2021 performance achievements include the following:


l			Delivered Funds From Operations (“FFO”)1 of $5.39 per share for the twelve months ended December 31, 2021 which, at the midpoint, was $0.39 per share above our original guidance.
l			Delivered 2021 Same Property Net Operating Income (“NOI”)1 growth of approximately 4.8% which was 565 bps above our original budget of (0.85%).
l			Issued approximately $765 million of equity during 2021 allowing us to further strengthen our balance sheet and fund future growth.
l			Achieved an annualized Net Debt/Adjusted EBITDA2 of approximately 4.4x, which was better than our target of 5.2x.
l			Commenced construction on one new community representing an investment of approximately $120 million.
l			Acquired four communities valued at $633 million which exceeded our guidance of $450 million and entered into the Nashville market.
l			Delivered a weighted average first stabilized year yield of approximately 7.09% compared to our proforma yield of 6.79% on two new developments representing a total investment of $120 million.

1 A reconciliation of net income attributable to common shareholders to FFO, diluted EPS to FFO diluted per share, net income to NOI and same property net operating income for the year ended December 31, 2021 is contained in either the Company’s 2021 Annual Report on Form 10-K filed on February 17, 2022 or in its earnings release furnished on a Current Report on Form 8-K filed on February 3, 2022.

2 Net Debt/Adjusted EBITDA Ratio is defined by the Company as the average notes payable less the average cash balance and short-term investments over the period (“Net Debt”) divided by Adjusted EBITDA (“Adjusted EBITDA”). The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation, and amortization (“EBITDA”), including net operating income from discontinued operations, excluding equity in (income) loss of joint ventures, (gain) loss on sale of unconsolidated joint venture interests, gain on acquisition of controlling interest in joint ventures, gain on sale of operating properties including land, net of tax, loss on early retirement of debt, and income (loss) allocated to non-controlling interests. The Company considers Adjusted EBITDA to be an appropriate supplemental measure of operating performance to net income attributable to common shareholders because it represents income before non-cash depreciation and the cost of debt, and excludes gains or losses from property dispositions. A reconciliation of net income attributable to common shareholders to Adjusted EBITDA for the year ended December 31, 2021 is contained in the Company's earnings release furnished on a Current Report on Form 8-K filed on February 3, 2022.


						2022 Proxy Statement 6


Table of Contents

Return to Shareholders

Camden's focus has always been on long-term performance and we are pleased our total return to shareholders delivered positive returns as shown below:

Camden Total Shareholder Return

Total shareholder returns are presented as of December 31, 2021 and calculated assuming dividend reinvestment in our common shares. (Source: S&P Global Market Intelligence)

Camden also has a long history of maintaining or increasing annual distributions to shareholders, as shown below.

5 Year Annual Distribution History1

1 Annualized dividend rate based upon the dividends on a Camden common share approved by the Board for the applicable year. In the first quarter of 2022, the Board declared a first quarter dividend of $0.94 per common share payable April 18, 2022. This represents an annual dividend of $3.76 per common share, or a $0.44 increase on an annual basis as compared to December 31, 2021.

$1.6B

Returned to Shareholders from 2017 through 2021


						2022 Proxy Statement 7


Table of Contents

Directional Relationship Between Pay and Key Metrics

The following illustrates the directional relationship between Company performance, based on three of our key operating metrics (FFO, NOI and Net Debt/Adjusted EBITDA ratio), and the compensation of our CEO1.


FFO (in millions)			NOI (in millions)			Net Debt/Adjusted EBITDA Ratio			CEO Total Compensation (in millions)

1 See Summary Compensation Table at Page 46 for calculation.

COMPENSATION HIGHLIGHTS


Key Points on Executive Compensation Program:			Key Compensation Practices:
•Our Named Executive Officers’ annual incentives are directly tied to the achievement of pre-established corporate and individual performance objectives. In 2021, payouts for our executives were 150% of target, displaying alignment with actual performance, as discussed in the section "Annual Incentives," beginning on page 37. •All of our Named Executive Officers, except Mr. H. Malcolm Stewart, who retired December 31, 2021, elected to receive 50% of their 2021 bonus in shares and the majority of their compensation opportunity is tied to share price growth, which we believe directly ties their financial interests to those of our shareholders.			•Classify a significant portion of our Named Executive Officers' total pay as equity awards to promote retention and tie the value of these awards to future Company share price performance
			•Use pre-determined objectives to help determine Named Executive Officer compensation
			•Apply sizable share ownership guidelines for Named Executive Officers
			•Prohibit Named Executive Officers from hedging their Company shares, which precludes entering into any derivative transaction on Company shares (e.g., short sale, forward, option, or collar)
			•In-depth review of CEO's and other Named Executive Officers' goals and performance by an independent Compensation Committee made up of members of the Company's Board of Trust Managers
			•Utilize an independent compensation consultant
			•Subject cash incentives and equity awards to clawback and forfeiture provisions


						2022 Proxy Statement 8

PROPOSAL 1 - ELECTION OF TRUST MANAGERS


There are currently eleven Trust Managers on the Board. William F. Paulsen will retire from the Board effective as of the time of the 2022 annual meeting of shareholders as a result of the Company's mandatory Trust Manager retirement policy. The Nominating and Corporate Governance Committee of the Board nominated, and the Board recommend each of the following ten Trust Managers for election at the annual meeting.		ü The Board recommends you vote FOR each of the nominees listed.
•Richard J. Campo	•Renu Khator
•Javier E. Benito	•D. Keith Oden
•Heather J. Brunner	•Frances Aldrich Sevilla-Sacasa
•Mark D. Gibson	•Steven A. Webster
•Scott S. Ingraham	•Kelvin R. Westbrook

No nominee was selected for nomination at the 2022 annual meeting as a result of any arrangement or understanding between that nominee and any other person.

Trust managers elected at the meeting will hold office for a one-year term. Unless you withhold authority to vote for one or more nominees, the persons named as proxies intend to vote for election of the ten nominees.

All nominees have consented to serve as Trust Managers. The Board has no reason to believe any of the nominees will be unable to act as Trust Manager. However, if a Trust Manager is unable to stand for election, the Board may either reduce the size of the Board or the Nominating and Corporate Governance Committee may designate a substitute. If a substitute nominee is named, the proxies will vote for the election of the substitute.

Trust Manager Qualifications. The Company’s Guidelines on Governance contain Board membership criteria which the Nominating and Corporate Governance Committee uses in evaluating nominees for a position on the Board. Under these criteria, a majority of the Board must be comprised of independent Trust Managers. The Nominating and Corporate Governance Committee works with the Board to determinate the appropriate characteristics, skills, and experiences for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience. Characteristics expected of each Trust Manager include integrity, high personal and professional ethics, sound business judgment, and the ability and willingness to commit sufficient time to the Board. In evaluating the suitability of individual Board members, the Nominating and Corporate Governance Committee takes into account an understanding of the Company’s business, including real estate markets generally, the development, ownership, operation and financing of multifamily communities, and various matters applicable to real estate investing and operations. However, the Nominating and Corporate Governance Committee supports the unique perspective leaders from other industries can bring to Camden. The Nominating and Corporate Governance Committee also considers a number of other factors, including a general understanding of business operations, finance and other disciplines relevant to the success of a large publicly-traded company in today’s business environment, educational and professional background, personal accomplishment, and geographic, gender, age, and ethnic diversity. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group which can best perpetuate the success of the Company’s business and represent shareholder interests through the exercise of sound judgment using its diversity of experience. The Nominating and Corporate Governance Committee evaluates each incumbent Trust Manager on an annual basis to determine whether he or she should be nominated to stand for reelection, based on the types of criteria outlined above as well as the Trust Manager’s contributions to the Board during his or her current term.

Identifying and Evaluating Nominees. The Nominating and Corporate Governance Committee assesses whether any vacancies on the Board are expected. In the event vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee will use a variety of methods to identify and evaluate nominees for Trust Manager. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, professional search firms, shareholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. As described above, the Nominating and Corporate Governance Committee will consider all properly submitted shareholder


						2022 Proxy Statement 9

nominations for candidates to the Board. Following verification of the shareholder status of persons proposing candidates, recommendations will be aggregated and considered by the Nominating and Corporate Governance Committee at a regularly scheduled meeting, which is generally the first meeting prior to the issuance of the proxy statement for the Company’s annual meeting. If any materials are provided by a shareholder in connection with the nomination of a Trust Manager candidate, such materials will be forwarded to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may also review materials provided by professional search firms or other parties, and/or utilize the findings or recommendations of a search committee composed of other Trust Managers, in connection with a nominee who is not proposed by a shareholder. In evaluating such nominations, the Nominating and Corporate Governance Committee will seek to achieve a balance of knowledge, experience, and capability on the Board.

Limits on Service on Other Boards. In the Company’s Guidelines on Governance, the Board recognizes its members benefit from service on the boards of other companies. The Board encourages this service but also believes it is critical Trust Managers have the opportunity to dedicate sufficient time to their service on Camden’s Board. To this end, the Company’s Guidelines on Governance provide employee Trust Managers may not serve on more than two public company boards in addition to Camden’s Board. Neither of Camden’s two employee Trust Managers currently serve on other public company boards. Individuals who serve on five or more other public company boards will not normally be asked to join Camden's Board and individuals who serve on more than two other public company audit committees will not normally be asked to join Camden’s Audit Committee unless, in any such case, the Board determines such simultaneous service would not impair the ability of such individual to effectively serve on Camden’s Board or Camden’s Audit Committee.

Board Refreshment. To help facilitate the periodic refreshment of our Board, the Nominating and Corporate Governance Committee regularly works with the Board to review the characteristics, skills, and experiences that it believes are desirable to be represented on the Board. On an annual basis, the Board and the Nominating and Corporate Governance Committee also evaluate each individual in the context of the Board as a whole, with the objective of recommending a group of Trust Managers which can best perpetuate the success of the Company and assessing whether there are gaps on the Board that need to be filled. These conversations, as well as the annual Board and committee self-evaluations, aim to increase Board effectiveness and inform Board refreshment efforts. The Board also enables planned refreshment through its maintenance of a mandatory retirement age for directors as discussed below. This refreshment process resulted in two new independent Trust Managers added to the Board in 2017, one new independent Trust Manager added to the Board in 2020, and one new independent Trust Manager added to the Board in 2022.

Term Limits; Retirement Age. Trust Managers hold office for one-year terms. The Company’s Guidelines on Governance provide, as a general matter, independent Trust Managers will not stand for election to a new term of service at any annual meeting following their 75th birthday. As a result of this practice, Mr. Paulsen is retiring from the Board effective as of the time of the 2022 annual meeting of shareholders. The Board may approve exceptions to this practice when it believes it is in Camden's interest to do so. The Board does not believe it should establish term limits for Trust Manager service, instead preferring to rely upon the mandatory retirement age and the evaluation procedures described above as the primary methods of ensuring each Trust Manager continues to act in a manner consistent with the best interests of Camden, its shareholders, and the Board. The Board believes term limits have the disadvantage of losing the contribution of Trust Managers who have been able to develop, over a period of time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole.

SEC Form DEF 14A filed by Camden Property Trust