cpt-20230321

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

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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, 2023

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. 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

Steven A. Webster

Javier E. Benito

Renu Khator

Kelvin R. Westbrook

Heather J. Brunner

D. Keith Oden

Mark D. Gibson

Frances Aldrich Sevilla-Sacasa


						2023 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 20 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


						2023 Proxy Statement


Table of Contents


TABLE OF CONTENTS
Notice of Annual Meeting of Shareholders	1	Key Executive Compensation Performance Metrics of Achievement	34
PROXY SUMMARY	2	Company's Compensation Philosophy	34
Meeting Agenda and Voting Recommendations	2	Determination of Compensation	35
Trust Manager Nominee Highlights	3	Elements of Total Annual Direct Compensation	36
Human Capital Matters	4	2022 Compensation Decisions	42
Sustainability Commitment	5	Policy Regarding Clawback of Compensation	43
Governance Highlights	6	Deferred Compensation Plans and Termination Payments	43
2022 Business Highlights	6
Key Points on Our Executive Compensation Program	8	Employment Agreements	44
Key Compensation Practices	8	Compensation Policies and Practices Relating to Risk Management	44
PROPOSAL 1 - ELECTION OF TRUST MANAGERS	9
		Compensation Tables	46
GOVERNANCE OF THE COMPANY	17	Summary Compensation Table	46
Board Independence	17	Grant of Plan Based Awards	48
Board Oversight of Risk	17	Employment Agreements	49
Board Oversight of Human Capital Management	18	Outstanding Equity Awards at Fiscal Year-End	49
Board Oversight of Sustainability	18	Stock Vested - Fiscal 2022	50
Board Leadership Structure	18	Non-Qualified Deferred Compensation	50
Executive Sessions	20	Potential Payments Upon Termination or Change in Control	52
Board Meetings and Board Committees	21
Additional Governance Matters	22	CEO Compensation Pay Ratio	54
Guidelines on Governance and Codes of Ethics	22	Pay Versus Performance	54
Communication with the Board	23	Equity Compensation Plans	58
Share Ownership Guidelines	23	PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	59
Short Selling and Hedging Prohibition	23
BOARD COMPENSATION	24
EXECUTIVE OFFICERS	27	AUDIT COMMITTEE INFORMATION	59
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	28	Report of the Audit Committee	59
		Independent Registered Accounting Firm Fees	60
PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION	31	Pre-Approval Policies and Procedures	61
		PROPOSAL 4 - ADVISORY VOTES ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION	62
EXECUTIVE COMPENSATION	32
Compensation Committee Report	32
Compensation Committee Interlocks and Insider Participation	32	INFORMATION ABOUT VOTING AND THE ANNUAL MEETING	63

Compensation Discussion and Analysis Overview	33	SHAREHOLDER PROPOSALS AND TRUST MANAGER NOMINATIONS	67